PAYMENTS TO HOLDERS OF BEARER NOTES. 10.1 Each Paying Agent acting through its specified office shall make payments of interest, principal or, as the case may be, redemption amount in respect of Bearer Notes in accordance with the Conditions applicable thereto (and, in the case of a Temporary Global Note or a Permanent Global Note, the terms thereof) provided that: (a) if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon is (if applicable) presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as reasonably practicable notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid; (b) a Paying Agent shall not be obliged (but shall be entitled) to make such payments if it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of the relevant payment due to it under Clause 9.1; (c) each Paying Agent shall cancel each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon (if applicable) against surrender of which it has made full payment or, as the case may be, exchanged for a Permanent Global Note or Definitive Bearer Notes and shall, if necessary, deliver each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon so cancelled by it to the Fiscal Agent or in the case of a NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global Note; and (d) in the case of payment of principal or, as the case may be, interest, the relevant Paying Agent shall: (i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note, against presentation of a CGN Temporary Global Note or a CGN Permanent Global Note, note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and (ii) in the case of a NGN Temporary Global Note or a NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf. 10.2 A Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if: (a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or (b) in the case of any other Paying Agent it has been notified in accordance with Clause 9.5 that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received. 10.3 None of the Paying Agents shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under Clause 10.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 10.4 If a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 10.1: (a) it shall notify the Fiscal Agent of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount was made and the number of Coupons by maturity against which payment of interest was made; and (b) subject to and to the extent of compliance by the Issuer with Clause 9.1 (whether or not at the due time), the Fiscal Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause 9.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Agent have specified for the purpose. 10.5 If the Fiscal Agent makes any payment in accordance with Clause 10.1, it shall be entitled to appropriate for its own account out of the funds received by it under Clause 9.1 an amount equal to the amount so paid by it. 10.6 If any Paying Agent makes a payment in respect of Bearer Notes at a time at which the Fiscal Agent has not received the full amount of the relevant payment due to it under Clause 9.1 and the Fiscal Agent is not able out of the funds received by it under Clause 9.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 or appropriation under Clause 10.5), the Issuer shall from time to time on demand pay to the Fiscal Agent for account of such Paying Agent: (a) the amount so paid out by such Paying Agent and not so reimbursed to it; and (b) interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount provided that any payment made under paragraph (a) above shall satisfy pro tanto the Issuer's obligations under Clause 9.1. 10.7 Interest shall accrue for the purpose of paragraph (b) of Clause 10.6 (as well after as before judgement) on the basis of a year of 360 days and the actual number of days elapsed and at the rate per annum specified by the Fiscal Agent as reflecting its cost of funds for the time being in relation to the unpaid amount. 10.8 If at any time and for any reason a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon surrendered for payment to it, such Paying Agent shall endorse thereon a statement indicating the amount and date of such payment.
Appears in 1 contract
Sources: Fiscal Agency Agreement
PAYMENTS TO HOLDERS OF BEARER NOTES. 10.1 5.1 Each Paying Agent acting through its specified office outside the United States, its territories and possessions shall make payments of interest, principal or, as the case may be, redemption amount and interest in respect of Bearer Notes in accordance with the Conditions applicable thereto (and, in the case of a Temporary Global Note or a Permanent Global Note, the terms thereof) provided ); provided, however, that:
(a) if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon is (if applicable) presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid;
(b) a Paying Agent shall not be obliged (but shall be entitled) to make such payments of principal or interest in respect of the Notes if it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of the relevant any payment due to it under Clause 9.1clause 4.1;
(c) each the relevant Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note (and, in the case of early redemption, together with such unmatured Coupons or unexchanged Talons as are attached to or are surrendered with the relevant Note at the time of such redemption) and Coupon (if applicable) against surrender of which it has made full payment or, as and shall (if such Paying Agent is not the case may be, exchanged for a Permanent Global Note Fiscal Agent) deliver or Definitive Bearer Notes and shall, if necessary, deliver procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (together with, as aforesaid, such unmatured Coupons or unexchanged Talons as are attached to or surrendered with the relevant Notes), Coupon or Talon so cancelled by it to, or to the order of, the Fiscal Agent or Agent, and in the case of a full payment in respect of an NGN Temporary Global Note or a an NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs shall instruct the Common Safekeeper to destroy the relevant global Global Note; andor
(di) in the case of payment of interest, principal or, as the case may be, interest, the relevant Paying Agent shall:
(i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note, other amount against presentation of a CGN Temporary Global Note or a CGN Permanent Global Note, the relevant Paying Agent shall note or procure that there is noted on the Schedule schedule thereto (or, in the absence of a Scheduleschedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal nominal amount of the relevant Note (which shall be the previous principal nominal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and
(ii) in the case of a an NGN Temporary Global Note or a an NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Notes represented by such Global Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf).
10.2 A 5.2 No Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if:
(a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or
(b) in the case of any other Paying Agent it has been notified in accordance with Clause 9.5 that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received.
10.3 None of the Paying Agents shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under Clause 10.1 clause 5.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.
10.4 5.3 If a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 10.1clause 5.1:
(a) it shall notify the Fiscal Agent of the amount so paid by it, the serial number (if any) of the relevant Temporary Global Note, Permanent Global Note, Note or Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount interest was made and the number of Coupons by maturity against which payment of interest was made; and
(b) subject to to, and to the extent of of, compliance by the Issuer with Clause 9.1 clause
4.1 (whether or not at the due time), the Fiscal Agent shall reimburse pay to such Paying Agent for the amount so paid by it by payment out of the funds received by it the Fiscal Agent under Clause
9.1 of an amount equal to the amount so paid by it by paying the same clause 4.1, by credit transfer and in immediately available, freely transferable, cleared funds to such account with such bank as such Paying Agent may has by notice to the Fiscal Agent have specified for the purpose.
10.5 If the Fiscal Agent makes any payment in accordance with Clause 10.1, it shall be entitled to appropriate for its own account out of the funds received by it under Clause 9.1 an amount equal to the amount so paid by itsuch Paying Agent.
10.6 5.4 If any Paying Agent (including, for the avoidance of doubt, the Fiscal Agent) makes a payment in respect of Bearer the Notes at a time at which the Fiscal Agent has not received the full amount of the relevant payment due to it under Clause 9.1 clause
4.1 and the Fiscal Agent is not able out of the funds received by it under Clause 9.1 clause
4.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 or appropriation under Clause 10.5)therefor, the Issuer shall from time to time on demand pay to the Fiscal Agent for account of such Paying Agent:
(a) the amount so paid out by such Paying Agent and not so reimbursed to it; and
(b) interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount provided amount, provided, however, that any payment made under paragraph (a) above shall satisfy pro tanto the Issuer's ’s obligations under Clause 9.1clause 4.1.
10.7 5.5 Interest shall accrue for the purpose of paragraph (bclause 5.4(b) of Clause 10.6 (as well after as before judgementjudgment) on the basis of a year of 360 days (365 days in the case of an unpaid amount denominated in sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent. per annum and the rate per annum specified by the Fiscal relevant Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.
10.8 5.6 If at any time and for any reason a Paying Agent makes a partial payment in respect of any a Temporary Global Note, Permanent Global Note, Definitive Bearer Note Note, or Coupon surrendered presented for payment to it, such Paying Agent shall shall:
(a) in the case of a CGN Temporary Global Note, CGN Permanent Global Note, Definitive Note or Coupon endorse thereon a statement indicating the amount and date of such payment; and
(b) in the case of an NGN Temporary Global Note or an NGN Permanent Global Note, instruct the ICSDs (in accordance with the provisions of Schedule 9) to make appropriate entries in their respective records to reflect such partial payments.
5.7 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding provided that any such re-direction or reorganisation of any payment is made through a recognised institution of international standing and such payment is otherwise made in accordance with this Agreement.
Appears in 1 contract
Sources: Agency Agreement
PAYMENTS TO HOLDERS OF BEARER NOTES. 10.1 7.1 Each Paying Agent acting through its specified office shall make payments of interest, principal interest or, as the case may be, redemption amount principal in respect of a relevant Series of Bearer Notes in accordance with the Conditions applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided that:
(a) 7.1.1 if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note Note, Receipt or Coupon is (if applicable) presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid;
(b) 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make such payments payments:
(a) in the case of the Principal Paying Agent, if it has not received, or is not satisfied that it will receive, the full amount of any payment due to it under Clause 6.1;
(b) in the case of any other Paying Agent:
(i) if it is not able to establish that the Fiscal Principal Paying Agent has received (whether or not at the due time) the full amount of the relevant payment due to it under Clause 9.16.1; or
(ii) if it has been notified in accordance with Clause 6.5 that the relevant payment has not been received unless it is subsequently notified that such payment has been received;
(c) 7.1.3 each Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon (if applicable) against surrender of which it has made full payment or, as and shall (if such Paying Agent is not the case may be, exchanged for a Permanent Global Note Principal Paying Agent) deliver or Definitive Bearer Notes and shall, if necessary, deliver procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (together with as aforesaid), Receipt or Coupon so cancelled by it to, or to the Fiscal Agent or in order of, the case of a NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global NotePrincipal Paying Agent; and
(d) 7.1.4 in the case of payment of principal or, as the case may be, interestinterest against presentation of a Temporary Global Note or a Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note against presentation of a Definitive Note without Receipts, the relevant Paying Agent shall:
(i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note, against presentation of a CGN Temporary Global Note or a CGN Permanent Global Note, shall note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and
(ii) in the case of a NGN Temporary Global Note or a NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf.
10.2 A Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if:
(a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or
(b) in the case of any other Paying Agent it has been notified in accordance with Clause 9.5 that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received.
10.3 7.2 None of the Paying Agents shall in respect of any Series of Notes to which this Agreement relates, exercise any lien, right of set-set off or similar claim against any person to whom it makes any payment under Clause 10.1 7.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.
10.4 7.3 If a Paying Agent other than the Fiscal Principal Paying Agent makes any payment in accordance with Clause 10.17.1 in relation to any relevant Series of Notes:
(a) 7.3.1 it shall notify the Fiscal Principal Paying Agent of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon Definitive Note against (if applicable) presentation or surrender of which payment of principal or redemption amount interest was made and the number of Coupons by maturity against which payment of interest was made; and
(b) 7.3.2 subject to and to the extent of compliance by the Issuer with Clause 9.1 6.1 (whether or not at the due time), the Fiscal Principal Paying Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause
9.1 Clause 6.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Principal Paying Agent have specified for the purpose.
10.5 7.4 If the Fiscal Principal Paying Agent makes any payment in accordance with Clause 10.17.1, in relation to any relevant Series of Notes, it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under Clause 9.1 6.1 an amount equal to the amount so paid by it.
10.6 7.5 If any Paying Agent (including the Principal Paying Agent) makes a payment in respect of Bearer Notes in relation to any relevant Series of Notes, at a time at which the Fiscal Principal Paying Agent has not received the full amount of the relevant payment due to it under Clause 9.1 6.1 (provided the Principal Paying Agent shall not be obliged under this Clause 7 to make any payments which have not been provided to it in cleared available funds), and the Fiscal Principal Paying Agent is not able out of the funds received by it under Clause 9.1 6.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 7.3 or appropriation under Clause 10.5), 7.4) the Issuer shall from time to time on demand pay to the Fiscal Principal Paying Agent for the account of such Paying Agent (including the Principal Paying Agent:):
(a) 7.5.1 the amount so paid out by such Paying Agent and not so reimbursed to it; and
(b) 7.5.2 interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount provided amount, Provided that any payment made under paragraph (a) 7.5.1 above shall satisfy pro tanto the Issuer's obligations under Clause 9.16.1.
10.7 7.6 Interest shall accrue in relation to any relevant Series of Notes for the purpose of paragraph (b) of Clause 10.6 (as well after as before judgement) on the basis of a year of 360 days and the actual number of days elapsed and at the rate per annum specified by the Fiscal Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.
10.8 If at any time and for any reason a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon surrendered for payment to it, such Paying Agent shall endorse thereon a statement indicating the amount and date of such payment.Clause
Appears in 1 contract
Sources: Amendment and Restatement Agreement
PAYMENTS TO HOLDERS OF BEARER NOTES. 10.1
7.1 Each Paying Agent acting through its specified office shall make payments of interest, principal interest or, as the case may be, redemption amount principal in respect of a relevant Series of Bearer Notes in accordance with the Conditions applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided that:that:
(a) 7.1.1 if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note Note, Receipt or Coupon is (if applicable) presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid;
(b) 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make such payments payments:
(a) in the case of the Principal Paying Agent, if it has not received, or is not satisfied that it will receive, the full amount of any payment due to it under Clause 6.1;
(b) in the case of any other Paying Agent:
(i) if it is not able to establish that the Fiscal Principal Paying Agent has received (whether or not at the due time) the full amount of the relevant payment due to it under Clause 9.16.1; or
(ii) if it has been notified in accordance with Clause 6.5 that the relevant payment has not been received unless it is subsequently notified that such payment has been received;
(c) 7.1.3 each Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon (if applicable) against surrender of which it has made full payment or, as and shall (if such Paying Agent is not the case may be, exchanged for a Permanent Global Note Principal Paying Agent) deliver or Definitive Bearer Notes and shall, if necessary, deliver procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (together with as aforesaid), Receipt or Coupon so cancelled by it to, or to the Fiscal Agent or in order of, the case of a NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global NotePrincipal Paying Agent; and
(d) 7.1.4 in the case of payment of principal or, as the case may be, interestinterest against presentation of a Temporary Global Note or a Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note against presentation of a Definitive Note without Receipts, the relevant Paying Agent shall:
(i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note, against presentation of a CGN Temporary Global Note or a CGN Permanent Global Note, shall note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and
(ii) in the case of a NGN Temporary Global Note or a NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf.
10.2 A Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if:
(a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or
(b) in the case of any other Paying Agent it has been notified in accordance with Clause 9.5 that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received.
10.3 7.2 None of the Paying Agents shall in respect of any Series of Notes to which this Agreement relates, exercise any lien, right of set-set off or similar claim against any person to whom it makes any payment under Clause 10.1 7.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.
10.4 7.3 If a Paying Agent other than the Fiscal Principal Paying Agent makes any payment in accordance with Clause 10.1:7.1 in relation to any relevant Series of Notes:
(a) 7.3.1 it shall notify the Fiscal Principal Paying Agent of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon Definitive Note against (if applicable) presentation or surrender of which payment of principal or redemption amount interest was made and the number of Coupons by maturity against which payment of interest was made; and
(b) 7.3.2 subject to and to the extent of compliance by the Issuer with Clause 9.1 6.1 (whether or not at the due time), the Fiscal Principal Paying Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause
9.1 Clause 6.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Principal Paying Agent have specified for the purpose.
10.5 7.4 If the Fiscal Principal Paying Agent makes any payment in accordance with Clause 10.17.1, in relation to any relevant Series of Notes, it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under Clause 9.1 6.1 an amount equal to the amount so paid by it.it.
10.6 7.5 If any Paying Agent (including the Principal Paying Agent) makes a payment in respect of Bearer Notes in relation to any relevant Series of Notes, at a time at which the Fiscal Principal Paying Agent has not received the full amount of the relevant payment due to it under Clause 9.1 6.1 (provided the Principal Paying Agent shall not be obliged under this Clause 7 to make any payments which have not been provided to it in cleared available funds), and the Fiscal Principal Paying Agent is not able out of the funds received by it under Clause 9.1 6.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 7.3 or appropriation under Clause 10.5), 7.4) the Issuer shall from time to time on demand pay to the Fiscal Principal Paying Agent for the account of such Paying Agent (including the Principal Paying Agent:):
(a) 7.5.1 the amount so paid out by such Paying Agent and not so reimbursed to it; andand
(b) 7.5.2 interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount provided amount, Provided that any payment made under paragraph (a) 7.5.1 above shall satisfy pro tanto the Issuer's obligations under Clause 9.16.1.
10.7 7.6 Interest shall accrue in relation to any relevant Series of Notes for the purpose of paragraph (b) of Clause 10.6 7.5.2 (as well after as before judgementjudgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent. per annum and the rate per annum specified by the Fiscal Principal Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.
10.8 7.7 If at any time and for any reason a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon of a relevant Series of Notes surrendered for payment to it, such Paying Agent shall endorse thereon (and, in the case of an Instalment Note which is a Definitive Note, on the relevant Receipt) a statement indicating the amount and date of such payment.
7.8 A Paying Agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax.
Appears in 1 contract
Sources: Amendment and Restatement Agreement
PAYMENTS TO HOLDERS OF BEARER NOTES. 10.1 Each Paying Agent acting through its specified office shall make payments of interest, principal or, as the case may be, redemption amount in respect of Bearer Notes in accordance with the Conditions applicable thereto (and, in the case of a Temporary Global Note or a Permanent Global Note, the terms thereof) provided that:
(a) if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon is (if applicable) presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as reasonably practicable notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid;
(b) a Paying Agent shall not be obliged (but shall be entitled) to make such payments if it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of the relevant payment due to it under Clause 9.1;
(c) each Paying Agent shall cancel each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon (if applicable) against surrender of which it has made full payment or, as the case may be, exchanged for a Permanent Global Note or Definitive Bearer Notes and shall, if necessary, deliver each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon so cancelled by it to the Fiscal Agent or in the case of a NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global Note; and
(d) in the case of payment of principal or, as the case may be, interest, the relevant Paying Agent shall:
(i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note, against presentation of a CGN Temporary Global Note or a CGN Permanent Global Note, note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and
(ii) in the case of a NGN Temporary Global Note or a NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf.
10.2 A Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if:
(a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or
(b) in the case of any other Paying Agent it has been notified in accordance with Clause 9.5 that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received.
10.3 None of the Paying Agents shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under Clause 10.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.
10.4 If a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 10.1:
(a) it shall notify the Fiscal Agent of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount was made and the number of Coupons by maturity against which payment of interest was made; and
(b) subject to and to the extent of compliance by the Issuer with Clause 9.1 (whether or not at the due time), the Fiscal Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause▇▇▇▇▇▇
9.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Agent have specified for the purpose.
10.5 If the Fiscal Agent makes any payment in accordance with Clause 10.1, it shall be entitled to appropriate for its own account out of the funds received by it under Clause 9.1 an amount equal to the amount so paid by it.
10.6 If any Paying Agent makes a payment in respect of Bearer Notes at a time at which the Fiscal Agent has not received the full amount of the relevant payment due to it under Clause 9.1 and the Fiscal Agent is not able out of the funds received by it under Clause 9.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 or appropriation under Clause 10.5), the Issuer shall from time to time on demand pay to the Fiscal Agent for account of such Paying Agent:
(a) the amount so paid out by such Paying Agent and not so reimbursed to it; and
(b) interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount provided that any payment made under paragraph (a) above shall satisfy pro tanto the Issuer's obligations under Clause 9.1.
10.7 Interest shall accrue for the purpose of paragraph (b) of Clause 10.6 (as well after as before judgement) on the basis of a year of 360 days and the actual number of days elapsed and at the rate per annum specified by the Fiscal Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.
10.8 If at any time and for any reason a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon surrendered for payment to it, such Paying Agent shall endorse thereon a statement indicating the amount and date of such payment.
Appears in 1 contract
Sources: Fiscal Agency Agreement
PAYMENTS TO HOLDERS OF BEARER NOTES.
10.1 Each Paying Agent acting through its specified office shall make payments of interest, principal or, as the case may be, redemption amount in respect of Bearer Notes in accordance with the Conditions applicable thereto (and, in the case of a Temporary Global Note or a Permanent Global Note, the terms thereof) provided that:that:
(a) if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon is (if applicable) presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as reasonably practicable notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid;paid;
(b) a Paying Agent shall not be obliged (but shall be entitled) to make such payments if it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of the relevant payment due to it under Clause 9.1;9.1;
(c) each Paying Agent shall cancel each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon (if applicable) against surrender of which it has made full payment or, as the case may be, exchanged for a Permanent Global Note or Definitive Bearer Notes and shall, if necessary, deliver each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon so cancelled by it to the Fiscal Agent or in the case of a NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global Note; andand
(d) in the case of payment of principal or, as the case may be, interest, the relevant Paying Agent shall:
(i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note, against presentation of a CGN Temporary Global Note or a CGN Permanent Global Note, note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and
(ii) in the case of a NGN Temporary Global Note or a NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf.
10.2 A Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if:
(a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or
(b) in the case of any other Paying Agent it has been notified in accordance with Clause 9.5 that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received.
10.3 None of the Paying Agents shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under Clause 10.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.
10.4 If a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 10.1:10.1:
(a) it shall notify the Fiscal Agent of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount was made and the number of Coupons by maturity against which payment of interest was made; and
(b) subject to and to the extent of compliance by the Issuer with Clause 9.1 (whether or not at the due time), the Fiscal Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause
9.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Agent have specified for the purpose.
10.5 If the Fiscal Agent makes any payment in accordance with Clause 10.1, it shall be entitled to appropriate for its own account out of the funds received by it under Clause 9.1 an amount equal to the amount so paid by it.it.
10.6 If any Paying Agent makes a payment in respect of Bearer Notes at a time at which the Fiscal Agent has not received the full amount of the relevant payment due to it under Clause 9.1 and the Fiscal Agent is not able out of the funds received by it under Clause 9.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 or appropriation under Clause 10.5), the Issuer shall from time to time on demand pay to the Fiscal Agent for account of such Paying Agent:Agent:
(a) the amount so paid out by such Paying Agent and not so reimbursed to it; and
(b) interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount provided that any payment made under paragraph (a) above shall satisfy pro tanto the Issuer's obligations under Clause 9.1.
10.7 Interest shall accrue for the purpose of paragraph (b) of Clause 10.6 (as well after as before judgement) on the basis of a year of 360 days and the actual number of days elapsed and at the rate per annum specified by the Fiscal Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.
10.8 If at any time and for any reason a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon surrendered for payment to it, such Paying Agent shall endorse thereon a statement indicating the amount and date of such payment.
Appears in 1 contract
Sources: Fiscal Agency Agreement
PAYMENTS TO HOLDERS OF BEARER NOTES. 10.1 This Clause 9 shall not apply to Book-Entry Notes or Registered Notes.
9.1 Each Paying Agent (except the Portuguese Paying Agent) acting through its specified office shall make payments of interest, principal interest or, as the case may be, redemption amount principal in respect of Bearer Notes in accordance with the Conditions applicable thereto (and, in the case of a Temporary Global Note or a Permanent Global Note, the terms thereof) provided that:
(a) if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note Note, Receipt or Coupon is (if applicable) presented or surrendered for payment to any Paying Agent (other than the Portuguese Paying Agent) and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer REN B.V. of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer REN B.V. and has received the amount to be so paid;
(b) a Paying Agent shall not be obliged (but shall be entitled) to make such payments payments:
(i) if it is not able to establish that the Fiscal Issue and Paying Agent has received (whether or not at the due time) the full amount of the relevant payment due to it under Clause 9.18.1; or
(ii) if it has been notified by the Issue and Paying Agent that the relevant payment has not been received unless it is subsequently notified that such payment has been received;
(c) each Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon (if applicable) against surrender of which it has made full payment or, as and shall (if such Paying Agent is not the case may be, exchanged for a Permanent Global Note Issue and Paying Agent) deliver or Definitive Bearer Notes and shall, if necessary, deliver procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (together with as aforesaid), Receipt or Coupon so cancelled by it to or to the Fiscal Agent or in order of the case of a NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global NoteIssue and Paying Agent; and
(d) in the case of payment of principal or, as the case may be, interest, the relevant Paying Agent shall:
(i) in the case interest against presentation of a CGN Temporary Global Note or a CGN Permanent Global Note, against presentation of a CGN Note the relevant Paying Agent shall (i) where the Temporary Global Note or a CGN the Permanent Global NoteNote is a CGN, note or procure that there is noted on the Schedule schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal nominal amount of the relevant Note (which shall be the previous principal nominal amount less the principal nominal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and
behalf or (ii) in the case of a NGN Temporary any Global Note or which is a NGN Permanent Global NoteNGN, instruct the ICSDs Euroclear and Clearstream, Luxembourg, to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalfpayment.
10.2 A Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if:
(a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or
(b) in the case of any other Paying Agent it has been notified in accordance with Clause 9.5 that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received.
10.3 9.2 None of the Paying Agents shall exercise any lien, right of set-set off or similar claim against any person to whom it makes any payment under Clause 10.1 9.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.
10.4 9.3 If a Paying Agent other than the Fiscal Issue and Paying Agent makes any payment in accordance with Clause 10.19.1:
(a) it shall notify the Fiscal Issue and Paying Agent of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount interest was made and the number of Coupons by maturity against which payment of interest was made; and
(b) subject to and to the extent of compliance by the Issuer REN B.V. with Clause 9.1 8.1 (whether or not at the due time), the Fiscal Issue and Paying Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause
9.1 Clause 8.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Issue and Paying Agent have specified for the purpose.
10.5 9.4 If the Fiscal Issue and Paying Agent makes any payment in accordance with Clause 10.19.1, it shall be entitled to appropriate for its own account out of the funds received by it under Clause 9.1 8.1 an amount equal to the amount so paid by it.
10.6 9.5 If any Paying Agent makes a payment in respect of Bearer Notes at a time at which the Fiscal Issue and Paying Agent has not received the full amount of the relevant payment due to it under Clause 9.1 8.1, and the Fiscal Issue and Paying Agent is not able out of the funds received by it under Clause 9.1 8.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 9.3 or appropriation under Clause 10.59.4), the Issuer REN B.V. shall from time to time on demand pay to the Fiscal Issue and Paying Agent for the account of such Paying Agent:
(a) the amount so paid out by such Paying Agent and not so reimbursed to it; and
(b) interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount amount, provided that any payment made under paragraph (asubclause 9.5(a) above shall satisfy pro tanto the IssuerREN B.V.'s obligations under Clause 9.18.1.
10.7 9.6 Interest shall accrue for the purpose of paragraph (bsubclause 9.5(b) of Clause 10.6 (as well after as before judgementjudgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent. per annum and the rate per annum specified by the Fiscal relevant Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.
10.8 9.7 If at any time and for any reason a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon surrendered for payment to it, such Paying Agent shall (i), if the Temporary Global Note or the Permanent Global Note is a CGN, endorse thereon (and, in the case of any Instalment Note which is a Definitive Bearer Note, on the relevant Receipt) a statement indicating the amount and date of such payment or (ii) in the case of any Bearer Global Note in NGN form, inform the Issue and Paying Agent of such partial payment with a view for the Issue and Paying Agent to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payment.
Appears in 1 contract
Sources: Agency Agreement
PAYMENTS TO HOLDERS OF BEARER NOTES. 10.1 5.1 Each Paying Agent acting through its specified office outside the United States, its territories and possessions shall make payments of interest, principal or, as the case may be, redemption amount and interest in respect of Bearer Notes in accordance with the Conditions applicable thereto (and, in the case of a Temporary Global Note or a Permanent Global Note, the terms thereof) provided ); provided, however, that:
(a) if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon is (if applicable) presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid;
(b) a Paying Agent shall not be obliged (but shall be entitled) to make such payments of principal or interest in respect of the Notes if it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of the relevant any payment due to it under Clause 9.1clause 4.1;
(c) each the relevant Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note (and, in the case of early redemption, together with such unmatured Coupons or unexchanged Talons as are attached to or are surrendered with the relevant Note at the time of such redemption) and Coupon (if applicable) against surrender of which it has made full payment or, as and shall (if such Paying Agent is not the case may be, exchanged for a Permanent Global Note Fiscal Agent) deliver or Definitive Bearer Notes and shall, if necessary, deliver procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (together with, as aforesaid, such unmatured Coupons or unexchanged Talons as are attached to or surrendered with the relevant Notes), Coupon or Talon so cancelled by it to, or to the order of, the Fiscal Agent or Agent, and in the case of a full payment in respect of an NGN Temporary Global Note or a an NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs shall instruct the Common Safekeeper to destroy the relevant global Global Note; andor
(di) in the case of payment of interest, principal or, as the case may be, interest, the relevant Paying Agent shall:
(i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note, other amount against presentation of a CGN Temporary Global Note or a CGN Permanent Global Note, the relevant Paying Agent shall note or procure that there is noted on the Schedule schedule thereto (or, in the absence of a Scheduleschedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal nominal amount of the relevant Note (which shall be the previous principal nominal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and
(ii) in the case of a an NGN Temporary Global Note or a an NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Notes represented by such Global Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf).
10.2 A 5.2 No Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if:
(a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or
(b) in the case of any other Paying Agent it has been notified in accordance with Clause 9.5 that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received.
10.3 None of the Paying Agents shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under Clause 10.1 clause 5.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.
10.4 5.3 If a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 10.1clause 5.1:
(a) it shall notify the Fiscal Agent of the amount so paid by it, the serial number (if any) of the relevant Temporary Global Note, Permanent Global Note, Note or Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount interest was made and the number of Coupons by maturity against which payment of interest was made; and
(b) subject to to, and to the extent of of, compliance by the Issuer with Clause 9.1 clause 4.1 (whether or not at the due time), the Fiscal Agent shall reimburse pay to such Paying Agent for the amount so paid by it by payment out of the funds received by it the Fiscal Agent under Clause
9.1 of an amount equal to the amount so paid by it by paying the same clause 4.1, by credit transfer and in immediately available, freely transferable, cleared funds to such account with such bank as such Paying Agent may has by notice to the Fiscal Agent have specified for the purpose.
10.5 If the Fiscal Agent makes any payment in accordance with Clause 10.1, it shall be entitled to appropriate for its own account out of the funds received by it under Clause 9.1 an amount equal to the amount so paid by itsuch Paying Agent.
10.6 5.4 If any Paying Agent (including, for the avoidance of doubt, the Fiscal Agent) makes a payment in respect of Bearer the Notes at a time at which the Fiscal Agent has not received the full amount of the relevant payment due to it under Clause 9.1 clause 4.1 and the Fiscal Agent is not able out of the funds received by it under Clause 9.1 clause 4.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 or appropriation under Clause 10.5)therefor, the Issuer shall from time to time on demand pay to the Fiscal Agent for account of such Paying Agent:
(a) the amount so paid out by such Paying Agent and not so reimbursed to it; and
(b) interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount provided amount, provided, however, that any payment made under paragraph (a) above shall satisfy pro tanto the Issuer's obligations under Clause 9.1clause 4.1.
10.7 5.5 Interest shall accrue for the purpose of paragraph (bclause 5.4(b) of Clause 10.6 (as well after as before judgementjudgment) on the basis of a year of 360 days (365 days in the case of an unpaid amount denominated in sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent. per annum and the rate per annum specified by the Fiscal relevant Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.
10.8 5.6 If at any time and for any reason a Paying Agent makes a partial payment in respect of any a Temporary Global Note, Permanent Global Note, Definitive Bearer Note Note, or Coupon surrendered presented for payment to it, such Paying Agent shall shall:
(a) in the case of a CGN Temporary Global Note, CGN Permanent Global Note, Definitive Note or Coupon endorse thereon a statement indicating the amount and date of such payment; and
(b) in the case of an NGN Temporary Global Note or an NGN Permanent Global Note, instruct the ICSDs (in accordance with the provisions of Schedule 9) to make appropriate entries in their respective records to reflect such partial payments.
5.7 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding provided that any such re-direction or reorganisation of any payment is made through a recognised institution of international standing and such payment is otherwise made in accordance with this Agreement.
Appears in 1 contract
Sources: Agency Agreement
PAYMENTS TO HOLDERS OF BEARER NOTES. 10.1 7.1 Each Paying Agent acting through its specified office shall make payments of interest, principal interest or, as the case may be, redemption amount principal in respect of a relevant Series of Bearer Notes in accordance with the Conditions applicable thereto (and, in the case of a relevant Series, Temporary Global Note or a Permanent Global Note, the terms thereof) provided that:
(a) 7.1.1 if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note Note, Receipt or Coupon is (if applicable) presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid;
(b) a Paying 7.1.2 no Agent shall not be obliged (but shall be entitled) to make such payments if any payment until it is not has received and/or been able to establish that the Fiscal Agent has received (whether or not at the due time) confirm receipt of the full amount of the relevant payment due to it under Clause 9.16.1;
(c) 7.1.3 each Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon (if applicable) against surrender of which it has made full payment or, as and shall (if such Paying Agent is not the case may be, exchanged for a Permanent Global Note Principal Paying Agent) deliver or Definitive Bearer Notes and shall, if necessary, deliver procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (together with as aforesaid), Receipt or Coupon so cancelled by it to or to the Fiscal Agent or in order of the case of a NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global Note; andPrincipal Paying Agent;
(d) 7.1.4 in the case of payment of principal or, as the case may be, interestinterest against presentation of a Temporary Global Note or a Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note against presentation of a Definitive Note without Receipts, the relevant Paying Agent shall:
(i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note, against presentation of a CGN Temporary Global Note or a CGN Permanent Global Note, shall note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount Principal Amount of the relevant Note (which shall be the previous principal amount Principal Amount less the principal amount Principal Amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and
(ii) 7.1.5 notwithstanding any other provision of the Notes of any Series hereof, no payment with respect to interest, principal or premium payable, if any, on any Note of any Series may be made at the office of any Paying Agent in the case United States and any otherwise allowable payment may be made only upon presentation and surrender at such office outside the United States of a NGN Temporary Global the Note or a NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment andany Series, in the case of payment of principal, the remaining principal amount or presentation of a Note of any Series or presentation and surrender of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf.
10.2 A Paying Agent shall not make payments of principal applicable Coupon, Talon or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global NoteReceipt, if:
(a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or
(b) in the case of any other Paying Agent it has been notified in accordance with Clause 9.5 that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been receivedinterest.
10.3 7.2 None of the Paying Agents Agents, in relation to any relevant Series of Notes shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under Clause 10.1 7.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. No monies held by any Agent need be segregated except as required by law.
10.4 7.3 If a Paying Agent other than the Fiscal Principal Paying Agent makes any payment in accordance with Clause 10.17.1 in relation to any relevant Series of Notes:
(a) 7.3.1 it shall notify the Fiscal Principal Paying Agent of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount interest was made and the number of Coupons by maturity against which payment of interest was made; and
(b) 7.3.2 subject to and to the extent of compliance by the Issuer with Clause 9.1 6.1 (whether or not at the due time), the Fiscal Principal Paying Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause
9.1 Clause 6.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Principal Paying Agent have specified for the purpose.
10.5 7.4 If the Fiscal Principal Paying Agent makes any payment in accordance with Clause 10.1, 7.1 in relation to any relevant Series of Notes it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under Clause 9.1 6.1 an amount equal to the amount so paid by it.
10.6 7.5 If any Paying Agent (including the Principal Paying Agent) makes a payment in respect of Bearer Notes in relation to any relevant Series of Notes at a time at which the Fiscal Principal Paying Agent has not received the full amount of the relevant payment due to it under Clause 9.1 6.1, and the Fiscal Principal Paying Agent is not able out of the funds received by it under Clause 9.1 6.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 7.3 or appropriation under Clause 10.57.4), the Issuer shall from time to time on demand pay to the Fiscal Principal Paying Agent for the account of such Paying Agent (including the Principal Paying Agent:):
(a) 7.5.1 the amount so paid out by such Paying Agent and not so reimbursed to it; and
(b) 7.5.2 interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount amount, provided that any payment made under paragraph (a) Clause 7.5.1 above shall satisfy pro tanto the Issuer's obligations under Clause 9.16.1.
10.7 7.6 Interest shall accrue in relation to any relevant Series of Notes for the purpose of paragraph (b) of Clause 10.6 (as well after as before judgement) on the basis of a year of 360 days and the actual number of days elapsed and at the rate per annum specified by the Fiscal Agent as reflecting its cost of funds for the time being in relation to the unpaid amount.
10.8 If at any time and for any reason a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon surrendered for payment to it, such Paying Agent shall endorse thereon a statement indicating the amount and date of such payment.Clause
Appears in 1 contract
Sources: Agency Agreement
PAYMENTS TO HOLDERS OF BEARER NOTES. 10.1 Each 7.1 The Issuing and Paying Agent acting through its specified office shall make payments of interest, principal or, as the case may be, redemption or any other amount payable in respect of a relevant Series of Bearer Notes in accordance with the Conditions and Issuance Document applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided that:
(a) if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note Note, Receipt or Coupon is (if applicable) presented or surrendered for payment to any the Issuing and Paying Agent and such the Issuing and Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such the Issuing and Paying Agent shall as soon as reasonably practicable notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid;
(b) a the Issuing and Paying Agent shall not be obliged (but shall be entitled) to make such payments if it has not received, or is not able to establish satisfied that the Fiscal Agent has received (whether or not at the due time) it will receive, the full amount of the relevant any payment due to it under Clause 9.1clause 5.1;
(c) each the Issuing and Paying Agent shall cancel each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon (if applicable) against surrender of which it has made full payment or, as the case may be, exchanged for a Permanent Global Note or Definitive Bearer Notes and shall, if necessary, deliver each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon so cancelled by it to the Fiscal Agent or in the case of a NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global Notepayment; and
(d) in the case of any payment of principal or, as the case may be, interest, the relevant Paying Agent shall:
(i) in the case being made against presentation of a CGN Temporary Global Note or a CGN Permanent Global Note, Note or in the case of payment of an Instalment Amount in respect of an Instalment Note against presentation of a CGN Temporary Global Definitive Note or a CGN Permanent Global Notewithout Receipts, the Issuing and Paying Agent shall note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and
(ii) in the case of a NGN Temporary Global Note or a NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf.
10.2 A 7.2 The Issuing and Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Noteany Series of Notes to which this Agreement relates, if:
(a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or
(b) in the case of any other Paying Agent it has been notified in accordance with Clause 9.5 that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received.
10.3 None of the Paying Agents shall exercise any lien, right of set-set off or similar claim against any person to whom it makes any payment under Clause 10.1 clause 7.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof.
10.4 7.3 If a the Issuing and Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 10.1:
(a) it shall notify the Fiscal Agent clause 7.1, in relation to any relevant Series of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount was made and the number of Coupons by maturity against which payment of interest was made; and
(b) subject to and to the extent of compliance by the Issuer with Clause 9.1 (whether or not at the due time), the Fiscal Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause
9.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Agent have specified for the purpose.
10.5 If the Fiscal Agent makes any payment in accordance with Clause 10.1Notes, it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under Clause 9.1 clause 5.1 an amount equal to the amount so paid by it.
10.6 7.4 If the Issuing and Paying Agent or any other Paying Agent makes a payment in respect of Bearer any Series of Notes at a time at which the Fiscal Agent it has not received the full amount of the relevant payment due to it under Clause 9.1 and the Fiscal Agent is not able out of the funds received by it under Clause 9.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 or appropriation under Clause 10.5)clause 5.1, the Issuer shall from time to time on demand pay to the Fiscal Agent for account of such Issuing and Paying Agent:
(a) the amount so paid out by such the Issuing and Paying Agent or the relevant other Paying Agent and not so reimbursed to it; and
(b) interest on such amount from the date on which such the Issuing and Paying Agent or the relevant other Paying Agent made such payment until the date of reimbursement of such amount amount, provided that any payment made under paragraph (aclause 7.4(a) above shall satisfy pro tanto the Issuer's ’s obligations under Clause 9.1clause 5.1.
10.7 7.5 Interest shall accrue in relation to any relevant Series of Notes for the purpose of paragraph (bclause 7.4(b) of Clause 10.6 (as well after as before judgementjudgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount paid in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent per annum and the rate per annum specified by the Fiscal Issuing and Paying Agent as reflecting its (or the relevant Paying Agent’s) cost of funds for the time being in relation to the unpaid amount.
10.8 7.6 If at any time and for any reason a the Issuing and Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon of a relevant Series of Notes surrendered for payment to it, such the Issuing and Paying Agent shall endorse thereon (and, in the case of an Instalment Note which is a Definitive Note, on the relevant Receipt) a statement indicating the amount and date of such payment.
7.7 The Issuing and Paying Agent and each other Paying Agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax.
Appears in 1 contract
Sources: Agency Agreement