TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder. 6.2 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds delivered to and held by it or them hereunder to be maintained in safe keeping and shall ensure that such Covered Bonds are issued only under the Conditions and in accordance with the provisions of this Agreement. 6.3 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above each of the Fiscal Agent and the Registrar, as the case may be, is entitled to treat a telephone, telex or facsimile communication from a person purporting to be and who the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below, or any other list duly provided for such purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 above. 6.4 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond or a Definitive Covered Bond held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above ceases to be authorised as described in Clause 24.8, the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds signed by that person, and the Issuer hereby warrants to the Fiscal Agent and the Registrar that such Covered Bonds shall be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds and shall provide the Registrar with replacement master Registered Global Covered Bonds and replacement Definitive Registered Covered Bonds and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, held by them which are signed by such person and shall, upon request, provide the Issuer with a certificate of destruction in respect thereof, specifying the Covered Bonds so cancelled and destroyed. 6.5 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such person. 6.6 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond (the Defaulted Covered Bond) and, as a result, the Defaulted Covered Bond remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond and, subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such Defaulted Covered Bond.
Appears in 3 contracts
Sources: Agency Agreement, Agency Agreement, Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes and/or Global Certificates.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above 3, each of the Fiscal Agent and the Registrar, as the case may be, is Registrar are entitled to treat a telephone, telex an e-mail or facsimile communication from a person purporting to be (and who whom the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below21.8, or any other list duly provided for such the purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 above3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered BondNote, a master Permanent Bearer Global Covered Bond, a Certificate or master Registered Global Covered Bond or a Definitive Covered Bond Individual Note Certificates held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.821.8, each of the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Certificates and replacement Definitive Registered Covered Bonds Individual Note Certificates and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Notes or Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Certificates held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes or Global Certificates so cancelled and destroyed.
6.5 If the 5.4 The Fiscal Agent and the Registrar shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or the Registrar, as the case may be, pays an amount (the Advance) information to the Issuer on the basis that a payment (the Payment) has been or will be received from any person and if the Payment is not received given by the Fiscal Agent or and the Registrar on the date the Fiscal Agent or the Registrarto Euroclear and/or Clearstream, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance Luxembourg and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall provide DTC with the notifications, instructions or information to be obliged given by the Registrar to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such personDTC.
6.6 5.5 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the "Defaulted Covered BondNote") and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith and the Guarantor as soon as reasonably practicable of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall shall: (a) notify the Issuer forthwith upon and the Guarantor as soon as reasonably practicable on receipt from the Dealer of the full purchase price in respect of any Defaulted Note; (b) pay to the Issuer the amount so received; and (c) pay any cost that may be incurred by the Fiscal Agent for holding a Defaulted Note.
5.6 In the case of a Tranche of Notes which is settled under the ICSD DVP Syndicated New Issues Process, the Fiscal Agent or the Registrar, as the case may be, shall deliver the relevant Global Note or Global Certificate to the common depositary of the ICSDs, for the common depositary to instruct the relevant ICSD: (i) to credit the Notes free of payment to the Commissionaire Account of such Defaulted Covered BondDealer as the Issuer may direct to settle the Notes; and (ii) to release the Notes only following the payment of the net subscription monies into the Commissionaire Account, on a delivery against payment basis.
Appears in 2 contracts
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Principal Paying Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Relevant Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 21.7, or any other list duly provided for such the purpose by the Relevant Issuer to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Relevant Issuer for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Relevant Issuer ceases to be authorised as described in Clause 24.8subclause 21.7, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the Relevant Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Relevant Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Relevant Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Relevant Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Relevant Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Notes so cancelled and destroyed.
6.5 5.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the notifications or information to be given by the Registrar to DTC.
5.5 If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Relevant Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Relevant Issuer, the Relevant Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Relevant Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Relevant Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 5.6 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the Relevant Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the Relevant Issuer forthwith immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Relevant Issuer forthwith upon immediately on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Relevant Issuer the amount so received.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile communication from a person purporting to be (and who whom the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 21.7, or any other list duly provided for such the purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8subclause 21.7, each of the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.5 5.4 This clause only applies when following the settlement procedures set out in Part 1 and Part 2 of Annex 1 of the Procedures Memorandum. If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall not be obliged to pay any Advance or any other amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 5.5 This clause only applies when following the settlement procedures set out in Part 1 and Part 2 of Annex 1 of the Procedures Memorandum. Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's ’s distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith as soon as reasonably practicable of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon as soon as reasonably practicable on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
TERMS OF ISSUE. 6.1 7.1 The Issuer undertakes Principal Paying Agent or the Registrar in case of Registered Covered Bonds Deeds, shall cause all Covered Bonds delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that at all times a sufficient quantity Covered Bonds are issued only in accordance with the provisions of master Temporary Bearer this Agreement, the Conditions and, where applicable, the relevant Global Covered Bonds and the Registered Covered Bonds Deeds.
7.2 In respect of Clause 3 above, the Principal Paying Agents and the Registrar are entitled to treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the Principal Paying Agent or the Registrar believes in good faith to be) the authorised representative of the Issuer and the CBC named in any list duly provided for the purpose by the Issuer or the CBC to the Principal Paying Agent and/or the Registrar as sufficient instructions and authority of the Issuer and the CBC for the relevant Paying Agent to act in accordance with Clause 3 above.
7.3 In the event that a person who has signed a master Permanent Bearer Global Covered Bonds is Bond held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Principal Paying Agent or the Registrar, as the case may be, pursuant on behalf of the Issuer and the CBC ceases to a request for be authorised as described in Clause 20.9 below, the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Principal Paying Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds delivered to and held by it or them hereunder to be maintained in safe keeping and shall ensure that such Covered Bonds are issued only under the Conditions and in accordance with the provisions of this Agreement.
6.3 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above each of the Fiscal Agent and the Registrar, as the case may be, is entitled to treat a telephone, telex or facsimile communication from a person purporting to be and who the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below, or any other list duly provided for such purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 above.
6.4 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond or a Definitive Covered Bond held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above ceases to be authorised as described in Clause 24.8, the Fiscal Agent and the Registrar shall (unless the Issuer or the CBC gives notice to the Fiscal Principal Paying Agent or and/or the Registrar, as the case may be, that Covered Bonds or Registered Covered Bonds Deeds signed by that person do not constitute valid and binding obligations of the Issuer or the CBC or otherwise until replacements have been provided to the Fiscal Principal Paying Agent) continue to have authority to issue Covered Bonds or Registered Covered Bonds Deeds signed by that person, and each of the Issuer and the CBC warrant to the Principal Paying Agent and the Registrar that those Covered Bonds or Registered Covered Bonds Deeds shall be valid and binding obligations of the Issuer and the CBC. Promptly upon any person ceasing to be authorised, the Issuer and the CBC shall provide the Principal Paying Agent and or the Registrar, as the case may be) continue to have authority to issue Covered Bonds signed by that person, and the Issuer hereby warrants to the Fiscal Agent and the Registrar that such Covered Bonds shall be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds and shall provide the Registrar with replacement master Registered Global Covered Bonds and replacement Definitive or Registered Covered Bonds Deeds and the Fiscal Principal Paying Agent and or the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Registered Covered Bonds, as applicable, Bonds Deeds held by them it which are signed by such that person and shall, upon request, shall provide the Issuer and the CBC upon request with a certificate of destruction in respect thereofdestruction, specifying the master Covered Bonds and Registered Covered Bonds Deeds so cancelled and destroyed.
6.5 If 7.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg and/or the Fiscal Registrar and the relevant Paying Agent appointed in accordance with Clause 2.5 above shall provide Euroclear Nederland or any other agreed clearing system with the Registrarnotifications, instructions or information to be given by it to Euroclear and/or Clearstream, Luxembourg and/or the Registrar and/or Euroclear Nederland and/or such other agreed clearing system, as the case may be, .
7.5 If the Principal Paying Agent pays an amount (the "Advance") to the Issuer on the basis that a payment (the "Payment") has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 7.6 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, relevant Paying Agent (as the case may be, ) does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Bearer Covered Bond (the "Defaulted Covered Bond") and, as a result, the Defaulted Covered Bond remains in the Fiscal Principal Paying Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg or the relevant appointed Paying Agent's distribution account with Euroclear Nederland or any other agreed clearing system (if applicable), after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, relevant Paying Agent will continue to hold the Defaulted Covered Bond to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, relevant Paying Agent shall notify the Issuer forthwith as soon as reasonably possible of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond and, subsequently, shall (a) notify the Issuer forthwith upon as soon as reasonably possible on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondBond and (b) pay to the Issuer the amount so received.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile communication from a person purporting to be (and who whom the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 21.7, or any other list duly provided for such the purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8subclause 21.7, each of the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds authenticate, (if applicable) effectuate and deliver Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the corresponding master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes previously held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.5 5.4 The Fiscal Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Fiscal Agent to Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the notifications, instructions or information to be given by the Registrar to DTC.
5.5 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer or a Direct Investor (as the case may be) and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that documented evidence of the basis of such rate cost is given delivered to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer or a Direct Investor (as the case may be).
6.6 5.6 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer or a Direct Investor (as the case may be) does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg and/or DTC after such the Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith immediately of the failure of the such Dealer or Direct Investors to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the such Dealer or Direct Investor of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 7.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Principal Paying Agent or the Registrar, as the Registrar in case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it willDeeds, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Bond delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping and shall ensure that such Covered Bonds are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Covered Bonds and the Registered Covered Bonds Deeds.
6.3 Subject to the procedures set out in the Procedures Memorandum, for the purposes 7.2 In respect of Clause 3 above each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, is Registrar are entitled to treat a telephone, telex facsimile or facsimile e-mail communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, Registrar believes in good faith to be, ) the authorised representative of the Issuer and the CBC named in the list referred to in, or notified pursuant to, Clause 24.8 below, or any other list duly provided for such the purpose by the Issuer or the CBC to the Fiscal Principal Paying Agent or and/or the Registrar, as the case may be, Registrar as sufficient instruction instructions and authority of the Issuer and the CBC for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 above.
6.4 7.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond or a Definitive Covered Bond held by the Fiscal Principal Paying Agent or a Registered Covered Bonds Deed in respect of which the Registrar shall maintain the Register, as the case may be, on behalf of the Issuer and the CBC ceases to be authorised as described in Clause 20.8 below, the Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above ceases to be authorised as described in Clause 24.8, the Fiscal Agent and the Registrar shall (unless the Issuer or the CBC gives notice to the Fiscal Principal Paying Agent or and/or the Registrar, as the case may be, that Covered Bonds or Registered Covered Bonds Deeds signed by that person do not constitute valid and binding obligations of the Issuer or the CBC or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may bePrincipal Paying Agent) continue to have authority to issue Covered Bonds or Registered Covered Bonds Deeds signed by that person, and each of the Issuer hereby warrants and the CBC warrant to the Fiscal Principal Paying Agent and the Registrar that such those Covered Bonds or Registered Covered Bonds Deeds shall be valid and binding obligations of the IssuerIssuer and the CBC. Promptly upon such any person ceasing to be authorised, the Issuer and the CBC shall provide the Fiscal Principal Paying Agent and the Registrar, as the case may be, with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds and shall provide the Registrar with replacement master Registered Permanent Global Covered Bonds and replacement Definitive or Registered Covered Bonds Deeds and the Fiscal Principal Paying Agent and or the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Registered Covered Bonds, as applicable, Bonds Deeds held by them it which are signed by such that person and shall, upon request, shall provide the Issuer and the CBC upon request with a certificate of destruction in respect thereofdestruction, specifying the master Covered Bonds and Registered Covered Bonds Deeds so cancelled and destroyed.
6.5 If 7.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg and/or the Fiscal Registrar and the relevant Paying Agent appointed in accordance with Clause 2.5 above shall provide Euroclear Nederland or any other agreed clearing system with the Registrarnotifications, instructions or information to be given by it to Euroclear and/or Clearstream, Luxembourg and/or the Registrar and/or Euroclear Nederland and/or such other agreed clearing system, as the case may be, .
7.5 If the Principal Paying Agent pays an amount (the "Advance") to the Issuer on the basis that a payment (the "Payment") has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 7.6 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, relevant Paying Agent (as the case may be, ) does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any interest in a Global Covered Bond (the "Defaulted Covered Bond") and, as a result, the Defaulted Covered Bond remains in the Fiscal Principal Paying Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg or the relevant appointed Paying Agent's distribution account with Euroclear Nederland or any other agreed clearing system (if applicable), after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, relevant Paying Agent will continue to hold the Defaulted Covered Bond to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, relevant Paying Agent shall notify the Issuer forthwith as soon as reasonably possible of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond and, subsequently, shall (a) notify the Issuer forthwith upon as soon as reasonably possible on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondBond and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 5.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Principal Paying Agent and the Registrar shall each cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the relevant Issuer or the Guarantor named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 21.7, or any other list duly provided for such the purpose by the relevant Issuer or the Guarantor to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the relevant Issuer and the Guarantor for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the relevant Issuer ceases to be authorised as described in Clause 24.8subclause 21.7, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the relevant Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the relevant Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.5 5.4 If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the Advance) to the relevant Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the relevant Issuer, the relevant Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any Advance or any other amount to the relevant Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 5.5 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Covered Bonds Notes being issuedissued and subject to the terms of this subclause 5.5, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the relevant Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer forthwith promptly of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon promptly on receipt from the Dealer of the full purchase price in respect of any Defaulted Note and (b) pay to the relevant Issuer the amount so received. If, by the third day following the Issue Date, the Dealer has not paid the full purchase price due from it in respect of a Defaulted Note, the relevant Issuer shall provide instructions to the Principal Paying Agent for the immediate transfer of such Defaulted Covered BondNote to another account. If by the close of business on the third day following the Issue Date, the relevant Issuer does not provide an instruction to the Principal Paying Agent to deliver the Defaulted Note from the Principal Paying Agent’s distribution account to another account, the Principal Paying Agent shall arrange for the cancellation of the Defaulted Note.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 5.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Principal Paying Agent and the Registrar shall each cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the relevant Issuer or the Guarantor named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 21.7, or any other list duly provided for such the purpose by the relevant Issuer or the Guarantor to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the relevant Issuer and the Guarantor for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the relevant Issuer ceases to be authorised as described in Clause 24.8subclause 21.7, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the relevant Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the relevant Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.5 5.4 If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the Advance) to the relevant Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the relevant Issuer, the relevant Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any Advance or any other amount to the relevant Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 5.5 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Covered Bonds Notes being issuedissued and subject to the terms of this subclause 5.5, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the relevant Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer forthwith promptly of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon promptly on receipt from the Dealer of the full purchase price in respect of any Defaulted Note and (b) pay to the relevant Issuer the amount so received. If, by the third day following the Issue Date, the Dealer has not paid the full purchase price due from it in respect of a Defaulted Note, the relevant Issuer shall provide instructions to the Principal Paying Agent for the immediate transfer of such Defaulted Covered Bond.Note to another account. If by the close of business on the third day following the Issue Date, the relevant Issuer does not provide an instruction to the Principal Paying Agent to deliver the Defaulted Note from the Principal Paying Agent’s distribution account to another account, the Principal Paying Agent shall arrange for the cancellation of the Defaulted Note.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Principal Paying Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the relevant Conditions and, where applicable, the relevant Global Notes.
6.3 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile electronic communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below23.7, or any other list duly provided for such the purpose by the Issuer to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 above3.
6.4 6.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.823.7, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Notes so cancelled and destroyed.
6.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg.
6.5 If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the “Defaulted Covered BondNote”) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's ’s distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer forthwith as soon as reasonably practicable of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds delivered to to, and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Covered Bonds.
6.3 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above 3, each of the Fiscal Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex or facsimile communication from a person purporting to be (and who whom the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below23.8, or any other list duly provided for such the purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 above3.
6.4 6.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond or a master Definitive Registered Covered Bond held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.823.8, each of the Fiscal Agent and or the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds signed by that person, and the Issuer hereby warrants to each of the Fiscal Agent and the Registrar that such those Covered Bonds shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Permanent Global Covered Bonds and shall provide the Registrar with replacement master Registered Global Covered Bonds and replacement Definitive Registered Covered Bonds and the Fiscal Agent and the Registrar, as the case may be, be shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the master Global Covered Bonds so cancelled and destroyed.
6.5 If the 6.4 The Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) shall not pay any amounts to the Issuer on unless the basis that a amount equal to the payment to be made (the Payment) has been or will be received from any person and if a Dealer one business day prior to the day the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer)be made. For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 6.5 This Clause only applies when following the settlement procedures set out in Part 1 and Part 2 of Annex 1 of the Procedures Memorandum. Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond (the Defaulted Covered Bond) and, as a result, the Defaulted Covered Bond remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondBond and (b) pay to the Issuer the amount so received.
6.6 The Issuer shall promptly inform the Fiscal Agent of any issuance of CSD Covered Bonds and any redemption thereof and shall provide the Fiscal Agent with a copy of the applicable Final Terms in respect of any issue of CSD Covered Bonds as soon as reasonably practicable after issue thereof.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex or facsimile communication from a person purporting to be (and who whom the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowclause 22.7, or any other list duly provided for such the purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 6.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8clause 22.7, each of the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds authenticate, (if applicable) effectuate and deliver Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the corresponding master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Notes so cancelled and destroyed.
6.4 The Fiscal Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Fiscal Agent to Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the notifications, instructions or information to be given by the Registrar to DTC.
6.5 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that documented evidence of the basis of such rate cost is given delivered to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg and/or DTC after such the Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith immediately of the failure of the such Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the such Dealer of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Agent and the Registrar, as the case may be, is entitled to treat a telephone, telex telephone or facsimile communication from a person reasonably purporting to be (and who the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 subclause 21.8 below, or any other list duly provided for such purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered BondNote, a master Permanent Bearer Global Covered BondCertificate, a master Registered Global Covered Bond Definitive Note or a Definitive Covered Bond Certificate held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8subclause 21.8, the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to the Fiscal Agent and the Registrar that such Covered Bonds shall Notes shall, unless notified as aforesaid, be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds Notes and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Certificates and replacement Definitive Registered Covered Bonds Certificates and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s)Notes, master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds Certificates and unissued Definitive Covered Bonds, as applicable, Notes and Definitive Certificates held by them it which are signed by such person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereof, specifying the Covered Bonds Notes and Certificates so cancelled and destroyed.
6.5 5.4 The Agent or the Registrar, as the case may be, will provide Euroclear, Clearstream, Luxembourg and/or DTC, as applicable, with the notifications, instructions or information to be given by the Agent or the Registrar, as the case may be, to Euroclear, Clearstream, Luxembourg and/or DTC.
5.5 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its reasonable cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such persona Dealer.
6.6 5.6 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg and/or the Registrar's participant account with DTC after such Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1
7.1 The Issuer undertakes Principal Paying Agent or the Registrar in case of Registered Covered Bonds Deeds, shall cause all Covered Bonds delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that at all times a sufficient quantity Covered Bonds are issued only in accordance with the provisions of master Temporary Bearer this Agreement, the Conditions and, where applicable, the relevant Global Covered Bonds and the Registered Covered Bonds Deeds.
7.2 In respect of Clause 3 above, the Principal Paying Agents and the Registrar are entitled to treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the Principal Paying Agent or the Registrar believes in good faith to be) the authorised representative of the Issuer and the CBC named in any list duly provided for the purpose by the Issuer or the CBC to the Principal Paying Agent and/or the Registrar as sufficient instructions and authority of the Issuer and the CBC for the relevant Paying Agent to act in accordance with Clause 3 above.
7.3 In the event that a person who has signed a master Permanent Bearer Global Covered Bonds is Bond held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Principal Paying Agent or the Registrar, as the case may be, pursuant on behalf of the Issuer and the CBC ceases to a request for be authorised as described in Clause 20.9 below, the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Principal Paying Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds delivered to and held by it or them hereunder to be maintained in safe keeping and shall ensure that such Covered Bonds are issued only under the Conditions and in accordance with the provisions of this Agreement.
6.3 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above each of the Fiscal Agent and the Registrar, as the case may be, is entitled to treat a telephone, telex or facsimile communication from a person purporting to be and who the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below, or any other list duly provided for such purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 above.
6.4 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond or a Definitive Covered Bond held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above ceases to be authorised as described in Clause 24.8, the Fiscal Agent and the Registrar shall (unless the Issuer or the CBC gives notice to the Fiscal Principal Paying Agent or and/or the Registrar, as the case may be, that Covered Bonds or Registered Covered Bonds Deeds signed by that person do not constitute valid and binding obligations of the Issuer or the CBC or otherwise until replacements have been provided to the Fiscal Principal Paying Agent) continue to have authority to issue Covered Bonds or Registered Covered Bonds Deeds signed by that person, and each of the Issuer and the CBC warrant to the Principal Paying Agent and the Registrar that those Covered Bonds or Registered Covered Bonds Deeds shall be valid and binding obligations of the Issuer and the CBC. Promptly upon any person ceasing to be authorised, the Issuer and the CBC shall provide the Principal Paying Agent and or the Registrar, as the case may be) continue to have authority to issue Covered Bonds signed by that person, and the Issuer hereby warrants to the Fiscal Agent and the Registrar that such Covered Bonds shall be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds and shall provide the Registrar with replacement master Registered Global Covered Bonds and replacement Definitive or Registered Covered Bonds Deeds and the Fiscal Principal Paying Agent and or the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Registered Covered Bonds, as applicable, Bonds Deeds held by them it which are signed by such that person and shall, upon request, shall provide the Issuer and the CBC upon request with a certificate of destruction in respect thereofdestruction, specifying the master Covered Bonds and Registered Covered Bonds Deeds so cancelled and destroyed.
6.5 If 7.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg and/or the Fiscal Registrar and the relevant Paying Agent appointed in accordance with Clause 2.5 above shall provide Euroclear Nederland or any other agreed clearing system with the Registrarnotifications, instructions or information to be given by it to Euroclear and/or Clearstream, Luxembourg and/or the Registrar and/or Euroclear Nederland and/or such other agreed clearing system, as the case may be, .
7.5 If the Principal Paying Agent pays an amount (the "Advance") to the Issuer on the basis that a payment (the "Payment") has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 7.6 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, relevant Paying Agent (as the case may be, ) does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Bearer Covered Bond (the "Defaulted Covered Bond") and, as a result, the Defaulted Covered Bond remains in the Fiscal Principal Paying Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg or the relevant appointed Paying Agent's distribution account with Euroclear Nederland or any other agreed clearing system (if applicable), after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, relevant Paying Agent will continue to hold the Defaulted Covered Bond to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, relevant Paying Agent shall notify the Issuer forthwith immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondBond and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds Notes is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, Registrar upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, Notes in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) definitive form which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, Registrar pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds Notes in definitive form in accordance with Condition 9 13 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, Registrar such further duly executed Definitive Covered Bonds Notes in definitive form as the Fiscal Agent or the Registrar, as the case may be, Registrar may from time to time require for the performance of their its duties hereunder.
6.2 Each of the Fiscal Agent and the The Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder to be maintained in safe keeping and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement.
6.3 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above each of the Fiscal Agent and the Registrar, as the case may be, is entitled to treat a telephone, telex or facsimile written communication from a person purporting to be and who the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 23.8 below, or any other list duly provided for such purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 above.
6.4 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond Note or a Definitive Covered Bond Note in definitive form held by the Fiscal Agent or the Registrar, as the case may be, Registrar in accordance with Clause 6.2 above ceases to be authorised as described in Clause 24.823.8, the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, Registrar that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to the Fiscal Agent and the Registrar that such Covered Bonds Notes shall be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes in definitive form and the Fiscal Agent and the Registrar, as the case may be, Registrar shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds Notes and unissued Definitive Covered BondsNotes in definitive form, as applicable, held by them which are signed by such person and shallshall provide the Issuer, upon request, provide the Issuer with a certificate of destruction in respect thereof, specifying the Covered Bonds Notes so cancelled and destroyed.
6.5 The Registrar shall provide DTC with such notifications, instructions and/or information as required to be given by the Registrar to DTC.
6.6 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the "Advance") to the Issuer on the basis that a payment (the "Payment") has been or will be received from any person and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such person.
6.6 6.7 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the "Defaulted Covered BondNote") and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg and/or the Registrar's participant account with DTC after such Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith as soon as reasonably practicable of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall notify the Issuer forthwith as soon as is reasonably practicable upon receipt from the Dealer of the full purchase price in respect of such Defaulted Covered BondNote. If by the close of business on the fifth business day following the Issue Date, the Issuer does not provide an instruction to the Agent to deliver the Defaulted Note from the Agent's distribution account or, as the case may be, an instruction to the Registrar to deliver the Defaulted Note from the Registrar's participant account to another account, the Agent or the Registrar, as applicable, shall arrange for the cancellation of the Defaulted Note and the Agent or the Registrar, as applicable, shall notify Issuer promptly thereafter.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 7.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Principal Paying Agent or the Registrar, as the Registrar in case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it willDeeds, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping and shall ensure that such Covered Bonds are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Covered Bonds and the Registered Covered Bonds Deeds.
6.3 Subject to the procedures set out in the Procedures Memorandum, for the purposes 7.2 In respect of Clause 3 above each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, is Registrar are entitled to treat a telephone, telex facsimile or facsimile e-mail communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, Registrar believes in good faith to be, ) the authorised representative of the Issuer and the CBC named in the list referred to in, or notified pursuant to, Clause 24.8 below, or any other list duly provided for such the purpose by the Issuer or the CBC to the Fiscal Principal Paying Agent or and/or the Registrar, as the case may be, Registrar as sufficient instruction instructions and authority of the Issuer and the CBC for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 above.
6.4 7.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond or a Definitive Covered Bond held by the Fiscal Principal Paying Agent or a Registered Covered Bonds Deed in respect of which the Registrar shall maintain the Register, as the case may be, on behalf of the Issuer and the CBC ceases to be authorised as described in Clause 20.9 below, the Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above ceases to be authorised as described in Clause 24.8, the Fiscal Agent and the Registrar shall (unless the Issuer or the CBC gives notice to the Fiscal Principal Paying Agent or and/or the Registrar, as the case may be, that Covered Bonds or Registered Covered Bonds Deeds signed by that person do not constitute valid and binding obligations of the Issuer or the CBC or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may bePrincipal Paying Agent) continue to have authority to issue Covered Bonds or Registered Covered Bonds Deeds signed by that person, and each of the Issuer hereby warrants and the CBC warrant to the Fiscal Principal Paying Agent and the Registrar that such those Covered Bonds or Registered Covered Bonds Deeds shall be valid and binding obligations of the IssuerIssuer and the CBC. Promptly upon such any person ceasing to be authorised, the Issuer and the CBC shall provide the Fiscal Principal Paying Agent and the Registrar, as the case may be, with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds and shall provide the Registrar with replacement master Registered Global Covered Bonds and replacement Definitive or Registered Covered Bonds Deeds and the Fiscal Principal Paying Agent and or the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Registered Covered Bonds, as applicable, Bonds Deeds held by them it which are signed by such that person and shall, upon request, shall provide the Issuer and the CBC upon request with a certificate of destruction in respect thereofdestruction, specifying the master Covered Bonds and Registered Covered Bonds Deeds so cancelled and destroyed.
6.5 If 7.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg and/or the Fiscal Registrar and the relevant Paying Agent appointed in accordance with Clause 2.5 above shall provide Euroclear Nederland or any other agreed clearing system with the Registrarnotifications, instructions or information to be given by it to Euroclear and/or Clearstream, Luxembourg and/or the Registrar and/or Euroclear Nederland and/or such other agreed clearing system, as the case may be, .
7.5 If the Principal Paying Agent pays an amount (the "Advance") to the Issuer on the basis that a payment (the "Payment") has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 7.6 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, relevant Paying Agent (as the case may be, ) does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Bearer Covered Bond (the "Defaulted Covered Bond") and, as a result, the Defaulted Covered Bond remains in the Fiscal Principal Paying Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg or the relevant appointed Paying Agent's distribution account with Euroclear Nederland or any other agreed clearing system (if applicable), after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, relevant Paying Agent will continue to hold the Defaulted Covered Bond to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, relevant Paying Agent shall notify the Issuer forthwith as soon as reasonably possible of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond and, subsequently, shall (a) notify the Issuer forthwith upon as soon as reasonably possible on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondBond and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes and/or Global Certificates.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above 3, each of the Fiscal Agent and the Registrar, as the case may be, is Registrar are entitled to treat a telephone, telex an e-mail or facsimile communication from a person purporting to be (and who whom the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below21.8, or any other list duly provided for such the purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 above3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered BondNote, a master Permanent Bearer Global Covered Bond, a Certificate or master Registered Global Covered Bond or a Definitive Covered Bond Individual Note Certificates held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.821.8, each of the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Certificates and replacement Definitive Registered Covered Bonds Individual Note Certificates and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Notes or Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Certificates held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes or Global Certificates so cancelled and destroyed.
6.5 If the 5.4 The Fiscal Agent and the Registrar shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or the Registrar, as the case may be, pays an amount (the Advance) information to the Issuer on the basis that a payment (the Payment) has been or will be received from any person and if the Payment is not received given by the Fiscal Agent or and the Registrar on the date the Fiscal Agent or the Registrarto Euroclear and/or Clearstream, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance Luxembourg and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall provide DTC with the notifications, instructions or information to be obliged given by the Registrar to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such personDTC.
6.6 5.5 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the "Defaulted Covered BondNote") and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith and the Guarantor as soon as reasonably practicable of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall shall: (a) notify the Issuer forthwith upon and the Guarantor as soon as reasonably practicable on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondNote; (b) pay to the Issuer the amount so received; and (c) pay any cost that may be incurred by the Fiscal Agent for holding a Defaulted Note.
Appears in 1 contract
Sources: Fiscal Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Principal Paying Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile email communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 21.7, or any other list duly provided for such the purpose by the Issuer to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause clause 3 abovesave where the Principal Paying Agent or Registrar, as the case may be, has received from the Issuer notice to the effect that such person is no longer an authorised representative of the Issuer.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8subclause 21.7, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.5 5.4 This clause only applies when following the settlement procedures set out in Part 1 and Part 2 of Annex 1 of the Procedures Memorandum. If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 5.5 This clause only applies when following the settlement procedures set out in Part 1 and Part 2 of Annex 1 of the Procedures Memorandum. Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the “Defaulted Covered BondNote”) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's ’s distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer forthwith immediately of the failure of the relevant Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the relevant Dealer of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Issuer promptly thereafter the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 (a) The Issuer undertakes to Registrar and the London Issuing Agent shall ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder to be maintained in safe keeping and shall ensure that such Covered Bonds are under this Agreement arc issued only under the Conditions in authorized denominations and otherwise in accordance with the provisions of this Agreementinstructions received by it.
6.3 (b) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above each of the Fiscal Agent and the Registrar, as the case may be, is Registrar shall be entitled to treat a telephone, facsimile communication and the London Issuing Agent shall be entitled to treat a tested telex or facsimile communication from a person purporting to be an Authorized Representative as sufficient instructions and who authority of the Fiscal Bank for the Registrar and the London Issuing Agent to act in accordance with instructions received by it pursuant to Section 12(a).
(c) Unless otherwise agreed in writing between the Bank and the Global Agent, each Note credited to the Global Agent’s account with DTC, Euroclear or Clearstream, Luxembourg following the delivery of a Registered Global Note to a custodian of DTC or a common depositary of Euroclear and Clearstream, Luxembourg in accordance with clause (v) of Section 5(a) or the Registrardelivery of a Temporary Global Note to a common depositary of Euroclear and Clearstream, Luxembourg in accordance with clause (iv) of Section 6(a), as the case may be, believes in good faith shall be held to be, the authorised representative order of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below, or any other list duly provided for such purpose by the Issuer to the Fiscal Agent Bank. The Registrar or the RegistrarLondon Issuing Agent, as the case may be, as sufficient instruction and authority shall ensure that the principal amount of Notes which the relevant purchaser has agreed to purchase is:
(i) debited from the account of the Issuer for the Fiscal Agent Registrar or the Registrar London Issuing Agent, as the case may be; and
(ii) credited to act the account of such purchaser with DTC or Euroclear or Clearstream, Luxembourg, as the case may be; in accordance with Clause 3 above.
6.4 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond or a Definitive Covered Bond held each case only upon receipt by the Fiscal Agent Registrar or the RegistrarLondon Issuing Agent, as the case may be, in accordance with Clause 6.2 above ceases to be authorised as described in Clause 24.8, the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds signed by that person do not constitute valid and binding obligations on behalf of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds signed by that person, and the Issuer hereby warrants to the Fiscal Agent and the Registrar that such Covered Bonds shall be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds and shall provide the Registrar with replacement master Registered Global Covered Bonds and replacement Definitive Registered Covered Bonds and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, held by them which are signed by such person and shall, upon request, provide the Issuer with a certificate of destruction in respect thereof, specifying the Covered Bonds so cancelled and destroyed.
6.5 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such person.
6.6 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect Bank of the purchase price of due from the Covered Bonds being issued, if relevant purchaser with respect to such Notes
(d) If on the Issue Date a Dealer does relevant settlement date the purchaser docs not pay the full purchase price due from it in with respect of to any Covered Bond Note (the “Defaulted Covered BondNote”) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's account of the Registrar or the Registrar's distribution account London Issuing Agent, as the case may be, with DTC or Euroclear and/or Clearstream, Luxembourg after such Issue Datesettlement date, the Fiscal Agent Registrar or the RegistrarLondon Issuing Agent, as the case may be, will shall continue to hold the Defaulted Covered Bond Note to the order of the IssuerBank. The Fiscal Agent Registrar or the RegistrarLondon Issuing Agent, as the case may be, shall notify the Issuer Bank forthwith of the failure of the Dealer purchaser to pay the full purchase price due from it in with respect of to any Defaulted Covered Bond and, Note and shall subsequently, shall unless otherwise instructed by the Bank, notify the Issuer Bank forthwith upon receipt from the Dealer purchaser of the full purchase price in with respect of to such Defaulted Covered BondNote.
(e) In the event of an issue of Notes which is to be listed on a Stock Exchange, subject to timely receipt of issuance instructions from the Bank in accordance with the terms of the Procedures Memorandum, the London Paying Agent shall promptly, and in any event prior to the settlement date with respect to such issue, send the Pricing Supplement with respect to such Notes to the relevant Listing Agent (as defined in Offering Circular). The London Paying Agent or the Luxembourg Paying Agent as the case may be, shall take such actions as may be requested from time to time in writing by the Bank or the Listing Agcnt (as defined in the Offering Circular) to permit the Notes, if applicable, to be listed on the Stock Exchange.
(f) The Procedures Memorandum shall not be amended by the Bank without the prior written approval of the NY Paying Agent or the London Paying Agent.
Appears in 1 contract
TERMS OF ISSUE. 6.1 5.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Principal Paying Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the relevant Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile email communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 21.7, or any other list duly provided for such the purpose by the Issuer to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 above3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8subclause 21.7, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, shall upon request, written request provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.5 5.4 This subclause 5.4 only applies when following the settlement procedures set out in Part 1 and Part 2 of Annex 1 of the Procedures Memorandum. If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such person.a Dealer.
6.6 5.5 This subclause 5.5 only applies when following the settlement procedures set out in Part 1 and Part 2 of Annex 1 of the Procedures Memorandum. Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the “Defaulted Covered BondNote”) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's ’s distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer forthwith immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered Bond.Note and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Principal Paying Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex e-mail or facsimile communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below22.7, or any other list duly provided for such the purpose by the Issuer to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 above3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.822.7, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.5 5.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the notifications, instructions or information to be given by the Registrar to DTC.
5.5 If the Fiscal Principal Paying Agent or the RegistrarU.S. Paying Agent, as the case may beapplicable, pays an amount (the "Advance") to the Issuer on the basis that a payment (the "Payment") has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar U.S. Paying Agent, as applicable, on the date the Fiscal Principal Paying Agent or the RegistrarU.S. Paying Agent, as the case may beapplicable, pays the Issuer, the Issuer shall repay to the Fiscal Principal Paying Agent or the RegistrarU.S. Paying Agent, as the case may beapplicable, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar U.S. Paying Agent, as applicable, of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar U.S. Paying Agent, as applicable, as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar or U.S. Paying Agent, as applicable, shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 5.6 Except in the case of issues where the Fiscal Principal Paying Agent or the RegistrarU.S. Paying Agent, as the case may beapplicable, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the "Defaulted Covered BondNote") and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg Luxembourg, or the U.S. Paying Agent's distribution account with DTC, as applicable, after such the Issue Date, the Fiscal Principal Paying Agent or the RegistrarU.S. Paying Agent, as the case may beapplicable, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Principal Paying Agent or the RegistrarU.S. Paying Agent, as the case may beapplicable, shall notify the Issuer forthwith immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's ’s obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.hereunder.
6.2 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds delivered to and held by it or them hereunder to be maintained in safe keeping and shall ensure that such Covered Bonds are issued only under the Conditions and in accordance with the provisions of this Agreement.
6.3 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above each of the Fiscal Agent and the Registrar, as the case may be, is entitled to treat a telephone, telex or facsimile written communication from a person purporting to be and who the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below, or any other list duly provided for such purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 above.
6.4 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond or a Definitive Covered Bond held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above ceases to be authorised as described in Clause 24.8, the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds signed by that person, and the Issuer hereby warrants to the Fiscal Agent and the Registrar that such Covered Bonds shall be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds and shall provide the Registrar with replacement master Registered Global Covered Bonds and replacement Definitive Registered Covered Bonds and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, held by them which are signed by such person and shallshall provide the Issuer, upon request, provide the Issuer with a certificate of destruction in respect thereof, specifying the Covered Bonds so cancelled and destroyed.
6.5 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such person.
6.6 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond (the Defaulted Covered Bond) and, as a result, the Defaulted Covered Bond remains in the Fiscal Agent's ’s or the Registrar's ’s distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith as soon as reasonably practicable of the failure of the Dealer Dealer’ to pay the full purchase price due from it in respect of any Defaulted Covered Bond and, subsequently, shall notify the Issuer forthwith as soon as reasonably practicable upon receipt from the Dealer of the full purchase price in respect of such Defaulted Covered Bond.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Agent and the Registrar, as the case may be, is entitled to treat a telephone, telex telephone or facsimile communication from a person reasonably purporting to be (and who the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 subclause 21.8 below, or any other list duly provided for such purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered BondNote, a master Permanent Bearer Global Covered BondCertificate, a master Registered Global Covered Bond Definitive Note or a Definitive Covered Bond Certificate held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8subclause 21.8, the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to the Fiscal Agent and the Registrar that such Covered Bonds shall Notes shall, unless notified as aforesaid, be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds Notes and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Certificates and replacement Definitive Registered Covered Bonds Certificates and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s)Notes, master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds Certificates and unissued Definitive Covered Bonds, as applicable, Notes and Definitive Certificates held by them it which are signed by such person and shall, upon request, shall provide the Issuer and the Guarantor with a certificate of destruction in respect thereof, specifying the Covered Bonds Notes and Certificates so cancelled and destroyed.
6.5 5.4 The Agent or the Registrar, as the case may be, will provide Euroclear, Clearstream, Luxembourg and/or DTC, as applicable, with the notifications, instructions or information to be given by the Agent or the Registrar, as the case may be, to Euroclear, Clearstream, Luxembourg and/or DTC.
5.5 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer (failing which the Guarantor) shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its reasonable cost of funding the Advance provided that evidence of the basis of such rate is given to the IssuerIssuer and the Guarantor). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such persona Dealer.
6.6 5.6 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg and/or the Registrar's participant account with DTC after such Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer and the Guarantor forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer and the Guarantor forthwith upon receipt from the Dealer of the full purchase price in respect of such Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex or facsimile communication from a person purporting to be (and who whom the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 21.8, or any other list duly provided for such the purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8subclause 21.7, each of the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds authenticate, (if applicable) effectuate and deliver Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the corresponding master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Notes so cancelled and destroyed.
6.5 5.4 The Fiscal Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Fiscal Agent to Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the notifications, instructions or information to be given by the Registrar to DTC.
5.5 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer or a Direct Investor (as the case may be) and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that documented evidence of the basis of such rate cost is given delivered to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer or a Direct Investor (as the case may be).
6.6 5.6 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer or a Direct Investor (as the case may be) does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg and/or DTC after such the Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith immediately of the failure of the such Dealer or Direct Investors to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the such Dealer or Direct Investor of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 (1) The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds Notes and master Permanent Bearer Global Covered Bonds Notes is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds Notes is held by the Registrar, all duly executed as aforesaid. The Issuer (failing which, the Guarantor) further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds Notes (together with, in the case of Definitive Bearer Covered Bonds Notes (if applicable), Receipts, Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds Notes under the terms of a Permanent Bearer Global Covered Bond Note or in accordance with the terms of the applicable Pricing Supplement and under the terms of a Temporary Bearer Global Covered Bond Note or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds Notes in accordance with Condition 9 12 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds Notes as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 (2) Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement.
6.3 (3) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 16 each of the Fiscal Agent and the Registrar, as the case may be, is entitled to treat a telephone, telex or facsimile communication from a person purporting to be and who the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowclause 16(7) , or any other list duly provided for such purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 aboveclause 16 .
6.4 (4) In the event that a person who has signed signed, on behalf of the Issuer, a master Temporary Bearer Global Covered BondNote, a master Permanent Bearer Global Covered BondNote, a master Registered Global Covered Bond Note or a Definitive Covered Bond Note held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 -------------------------------------------------------------------------------- 32 -------------------------------------------------------------------------------- sub-clause (2) above ceases to be authorised as described in Clause 24.8clause 36(7), the Fiscal Agent and the Registrar Registrar, shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to the Fiscal Agent and the Registrar that such Covered Bonds Notes shall be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered BondsNotes, replacement master Permanent Global Bearer Global Covered Bonds Notes and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Permanent Global Covered Bond(sNote(s), master Permanent Bearer Global Covered Bond(sNote(s), master Registered Global Covered Bonds Note(s) and unissued Definitive Covered BondsNotes, as applicable, held by them which are signed by such person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereof, specifying the Covered Bonds Notes so cancelled and destroyed.
6.5 (5) The Agent will provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Agent to Euroclear and/or Clearstream, Luxembourg.
(6) If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the "Advance") to the Issuer on the basis that a payment (the "Payment") has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer (failing which, the Guarantor) shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the IssuerIssuer and the Guarantor). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such persona Dealer.
6.6 (7) Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the "Defaulted Covered BondNote") and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg and/or the Registrar's participant account with DTC after such Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such Defaulted Covered BondNote.
Appears in 1 contract
Sources: Note Issuance Agreement (Bear Stearns Companies Inc)
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Principal Paying Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex email or facsimile communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer or the Guarantor (as the case may be) named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 22.7, or any other list duly provided for such the purpose by the Issuer or the Guarantor (as the case may be) to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer or the Guarantor (as the case may be) for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 6.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8subclause 22.7, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg.
6.5 If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's ’s distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer forthwith and the Guarantor immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon and the Guarantor immediately on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Supplemental Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Principal Paying Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above (Issue of Global Notes), each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, is Registrars are entitled to treat a telephone, telex email or facsimile communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 below22.6, or any other list duly provided for such the purpose by the Issuer to the Fiscal Principal Paying Agent or the relevant Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Principal Paying Agent or the Registrar Registrars to act in accordance with Clause 3 above(Issue of Global Notes).
6.4 6.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the a Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.822.6, each of the Fiscal Principal Paying Agent and the relevant Registrar shall (unless the Issuer gives notice to the Fiscal Principal Paying Agent or the relevant Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the relevant Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar relevant Registrars that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar Registrars with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the each Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg and the U.S. Registrar shall provide DTC with the notifications, instructions or information to be given by the U.S. Registrar to DTC.
6.5 If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer)Advance. For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the “Defaulted Covered BondNote”) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's ’s distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer forthwith immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondNote; and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Not Specified in the Provided Text
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 7.1 Each of the Fiscal Principal Paying Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Trust Deed, the Terms and Conditions and, where applicable, the relevant Global Note.
6.3 7.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex or facsimile communication from a person purporting to be (and who the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 sub-clause 23.7 below, or any other list duly provided for such purpose by the Issuer to the Fiscal Principal Paying Agent, as sufficient instructions and authority of the Issuer for the Principal Paying Agent or the Registrar to act in accordance with clause 3 save where the Principal Paying Agent or the Registrar has received, pursuant to sub-clause 23.7, from the Issuer notice to the effect that such person is no longer an authorised representative of the Issuer.
7.3 Execution in facsimile of any Notes and any photostatic copying or other duplication of master Global Notes (in unauthenticated form but executed manually on behalf of the Issuer) shall be binding upon the Issuer in the same manner as if the Notes were signed manually by the Issuer. In the event that a person who has signed a master Global Note or master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction and authority on behalf of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 above.
6.4 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a master Permanent Bearer Global Covered Bond, a master Registered Global Covered Bond or a Definitive Covered Bond held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above ceases to be authorised as described in Clause 24.8sub-clause 23.7, each of the Fiscal Principal Paying Agent and the Registrar Registrar, shall (unless the Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) ), continue to have authority to authenticate and issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds Notes shall be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereof, specifying the Covered Bonds master Notes so cancelled and destroyed.
6.5 7.4 The Principal Paying Agent will provide Euroclear and/or Clearstream, Luxembourg and/or Interbolsa with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg and/or Interbolsa.
7.5 If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Issuer, the Issuer (failing which, the Guarantor) shall repay to the Fiscal Principal Paying Agent or as agent on behalf of the Registrar, as the case may be, Issuer and Guarantor the Advance (unless prior to this repayment the Payment is received by the Agent) and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such persona Dealer.
6.6 7.6 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the “Defaulted Covered BondNote”) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's ’s distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Fiscal Agent or the RegistrarPortuguese Paying Agent’s account with Interbolsa, as the case may be, after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (i) notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such Defaulted Covered BondNote and (ii) pay to the Issuer the amount so received.
7.7 The Issuer shall procure that a sufficient quantity of executed but unauthenticated blank Notes is at all times available to the Principal Paying Agent for the purpose of issue under this Agreement.
7.8 The Issuer shall give to the Principal Paying Agent by facsimile transmission or telex or through the CitiTreasury Manager system details of any Notes to be issued by it under this Agreement and all such other information as the Principal Paying Agent may require for it to carry out its function as contemplated by this clause, by not later than 3.00 p.m. (London time) three Business Days (as defined below) prior to the proposed Issue Date, or such later time or date as may subsequently be agreed between the Issuer and the Principal Paying Agent.
7.9 The Principal Paying Agent shall receive notification by facsimile transmission or telex or through the CitiTreasury Manager system from the Dealer who has arranged to purchase Notes from the Issuer. Such Notification to be received in sufficient time to enable delivery to be made as contemplated herein and in no case later than 3.00 p.m. (London time) three Business Days prior to the proposed Issue Date, or such later time as may be agreed between the Principal Paying Agent and the relevant Dealer, that payment by it to the Issuer of the purchase price of any Notes has been or will be duly made against delivery of such Notes and (if applicable) details of their securities account.
Appears in 1 contract
Sources: Second Supplemental Agency Agreement (PT Portugal, SGPS, S.A.)
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile communication from a person purporting to be (and who whom the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 22.7, or any other list duly provided for such the purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 6.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8subclause 22.7, each of the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to each of the Fiscal Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Issuer. Promptly upon such any person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes in bearer form and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.5 6.4 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 6.5 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon immediately on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Principal Paying Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Relevant Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 21.7, or any other list duly provided for such the purpose by the Relevant Issuer to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Relevant Issuer for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Relevant Issuer ceases to be authorised as described in Clause 24.8subclause 21.7, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the Relevant Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Relevant Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Relevant Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the Relevant Issuer. Promptly upon such any person ceasing to be authorised, the Relevant Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the Relevant Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Notes so cancelled and destroyed.
6.5 5.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the notifications or information to be given by the Registrar to DTC.
5.5 If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Relevant Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the Relevant Issuer, the Relevant Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Relevant Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the Relevant Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 5.6 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the Relevant Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Relevant Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the Relevant Issuer forthwith immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Relevant Issuer forthwith upon immediately on receipt from the Dealer of the full purchase price in respect of such any Defaulted Covered BondNote and (b) pay to the Relevant Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Principal Paying Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a an e-mail, telephone, telex SWIFT message or facsimile communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 23.8, or any other list duly provided for such the purpose by the relevant Issuer to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the relevant Issuer for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause clause 3 above, provided that the Principal Paying Agent takes reasonable precautions to verify the accuracy of such e-mail, telephone or telefax communication before carrying out any of its tasks envisaged hereunder.
6.4 6.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the relevant Issuer ceases to be authorised as described in Clause 24.8subclause 23.8, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the relevant Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the relevant Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Notes so cancelled and destroyed.
6.5 6.4 Each Note credited to the Principal Paying Agent's distribution account with Euroclear or Clearstream, Luxembourg following the delivery of a Global Note to a common depositary pursuant to clause 3 above shall be held to the order of the relevant Issuer. If on the relevant Issue Date a Dealer does not pay the purchase price due from it in respect of any Note (resulting in a Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent's distribution account with Euroclear or Clearstream, Luxembourg after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. If the Fiscal Defaulted Note is in the Principal Paying Agent's distribution account with Euroclear or Clearstream, Luxembourg on the date when payment in respect of the Defaulted Note is made (and it shall be treated as being in such account unless the Principal Paying Agent has received specific instructions from the relevant Issuer to transfer it to the account of another account holder with Euroclear or Clearstream, Luxembourg), the RegistrarPrincipal Paying Agent shall pay to the relevant Issuer the amount received by the Principal Paying Agent from Euroclear or Clearstream, as Luxembourg (or credited to the case may berelevant cash account of the Principal Paying Agent with Euroclear or Clearstream, Luxembourg) in respect of the Defaulted Note.
6.5 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg.
6.6 If the Principal Paying Agent pays an amount (the Advance) to the relevant Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the relevant Issuer, the Principal Paying Agent shall promptly inform the relevant Dealer and request that Dealer to make good the Payment, failing which the relevant Issuer shall (or the Guarantor, where the relevant Issuer is ASB Finance) shall, upon being requested to do so, repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any amount to the relevant Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond (the Defaulted Covered Bond) and, as a result, the Defaulted Covered Bond remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond and, subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such Defaulted Covered Bond.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 5.1 Each of the Fiscal Agent and the Registrar shall cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the relevant Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Agent and the Registrar, as the case may be, is entitled to treat a telephone, telex telephone or facsimile communication from a person reasonably purporting to be (and who the Fiscal Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 24.8 subclause 21.8 below, or any other list duly provided for such purpose by the Issuer to the Fiscal Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the Issuer for the Fiscal Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered BondNote, a master Permanent Bearer Global Covered BondCertificate, a master Registered Global Covered Bond Definitive Note or a Definitive Covered Bond Certificate held by the Fiscal Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the Issuer ceases to be authorised as described in Clause 24.8subclause 21.8, the Fiscal Agent and the Registrar shall (unless the Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Fiscal Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the Issuer hereby warrants to the Fiscal Agent and the Registrar that such Covered Bonds shall Notes shall, unless notified as aforesaid, be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Fiscal Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Permanent Bearer Global Covered Bonds Notes and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Certificates and replacement Definitive Registered Covered Bonds Certificates and the Fiscal Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s)Notes, master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds Certificates and unissued Definitive Covered Bonds, as applicable, Notes and Definitive Certificates held by them it which are signed by such person and shall, upon request, shall provide the Issuer with a certificate of destruction in respect thereof, specifying the Covered Bonds Notes and Certificates so cancelled and destroyed.
6.5 5.4 The Agent or the Registrar, as the case may be, will provide Euroclear, Clearstream, Luxembourg and/or DTC, as applicable, with the notifications, instructions or information to be given by the Agent or the Registrar, as the case may be, to Euroclear, Clearstream, Luxembourg and/or DTC.
5.5 If the Fiscal Agent or the Registrar, as the case may be, pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Agent or the Registrar on the date the Fiscal Agent or the Registrar, as the case may be, pays the Issuer, the Issuer shall repay to the Fiscal Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Agent or the Registrar as its reasonable cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer). For the avoidance of doubt, neither the Fiscal Agent nor the Registrar shall be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive such amount from such persona Dealer.
6.6 5.6 Except in the case of issues where the Fiscal Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Covered Bonds Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg and/or the Registrar's participant account with DTC after such Issue Date, the Fiscal Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the Issuer. The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such Defaulted Covered BondNote and (b) pay to the Issuer the amount so received.
Appears in 1 contract
Sources: Agency Agreement
TERMS OF ISSUE. 6.1 5.1 The Issuer undertakes to ensure that at all times a sufficient quantity of master Temporary Bearer Global Covered Bonds and master Permanent Bearer Global Covered Bonds is held by the Fiscal Agent and a sufficient quantity of Registered Global Covered Bonds is held by the Registrar, all duly executed as aforesaid. The Issuer further undertakes to deliver to the Fiscal Agent, or the Registrar, as the case may be, upon reasonable notice sufficient numbers of executed Definitive Covered Bonds (together with, in the case of Definitive Bearer Covered Bonds (if applicable), Coupons and Talons attached) which are required by the Fiscal Agent or the Registrar, as the case may be, pursuant to a request for the issue of Definitive Bearer Covered Bonds under the terms of a Permanent Bearer Global Covered Bond or a Temporary Bearer Global Covered Bond or, as the case may be, pursuant to the Issuer's obligation to issue Definitive Registered Covered Bonds in accordance with Condition 9 and that it will, on demand, supply to the Fiscal Agent or the Registrar, as the case may be, such further duly executed Definitive Covered Bonds as the Fiscal Agent or the Registrar, as the case may be, may from time to time require for the performance of their duties hereunder.
6.2 Each of the Fiscal Principal Paying Agent and the Registrar shall each cause all Covered Bonds Notes delivered to and held by it or them hereunder under this Agreement to be maintained in safe keeping custody and shall ensure that such Covered Bonds Notes are issued only under the Conditions and in accordance with the provisions of this Agreement, the Conditions and, where applicable, the relevant Global Notes.
6.3 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3 above clause 3, each of the Fiscal Principal Paying Agent and the Registrar, as the case may be, Registrar is entitled to treat a telephone, telex telephone or facsimile communication from a person purporting to be (and who whom the Fiscal Principal Paying Agent or the Registrar, as the case may be, believes in good faith to be, ) the authorised representative of the relevant Issuer or the Guarantor named in the list referred to in, or notified pursuant to, Clause 24.8 belowsubclause 21.7, or any other list duly provided for such the purpose by the relevant Issuer or the Guarantor to the Fiscal Principal Paying Agent or the Registrar, as the case may be, as sufficient instruction instructions and authority of the relevant Issuer and the Guarantor for the Fiscal Principal Paying Agent or the Registrar to act in accordance with Clause 3 aboveclause 3.
6.4 5.3 In the event that a person who has signed a master Temporary Bearer Global Covered Bond, a Note or master Permanent Bearer Global Covered Bond, a master Definitive Registered Global Covered Bond or a Definitive Covered Bond Note held by the Fiscal Principal Paying Agent or the Registrar, as the case may be, in accordance with Clause 6.2 above on behalf of the relevant Issuer ceases to be authorised as described in Clause 24.8subclause 21.7, each of the Fiscal Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Fiscal Principal Paying Agent or the Registrar, as the case may be, that Covered Bonds Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Principal Paying Agent or the Registrar, as the case may be) continue to have authority to issue Covered Bonds Notes signed by that person, and the relevant Issuer hereby warrants to each of the Fiscal Principal Paying Agent and the Registrar that such Covered Bonds those Notes shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Principal Paying Agent with replacement master Temporary Bearer Global Covered Bonds, replacement master Notes and Permanent Bearer Global Covered Bonds and replacement Definitive Bearer Covered Bonds Notes and shall provide the Registrar with replacement master Registered Global Covered Bonds Notes and replacement Definitive Registered Covered Bonds Notes and the Fiscal Principal Paying Agent and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Bearer Global Covered Bond(s), master Permanent Bearer Global Covered Bond(s), master Registered Global Covered Bonds and unissued Definitive Covered Bonds, as applicable, Notes held by them which are signed by such that person and shall, upon request, shall provide the relevant Issuer with a certificate of destruction in respect thereofdestruction, specifying the Covered Bonds master Global Notes so cancelled and destroyed.
6.5 5.4 If the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays an amount (the Advance) to the relevant Issuer on the basis that a payment (the Payment) has been or will be received from any person a Dealer and if the Payment is not received by the Fiscal Principal Paying Agent or the Registrar on the date the Fiscal Principal Paying Agent or the Registrar, as the case may be, pays the relevant Issuer, the relevant Issuer shall repay to the Fiscal Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Principal Paying Agent or the Registrar of the Payment (at a rate quoted at that time by the Fiscal Principal Paying Agent or the Registrar as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, neither the Fiscal Principal Paying Agent nor the Registrar shall not be obliged to pay any Advance or any other amount to the relevant Issuer if it has not received satisfactory confirmation that it is to receive such the amount from such persona Dealer.
6.6 5.5 Except in the case of issues where the Fiscal Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Covered Bonds Notes being issuedissued and subject to the terms of this subclause 5.5, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond Note (the Defaulted Covered BondNote) and, as a result, the Defaulted Covered Bond Note remains in the Fiscal Principal Paying Agent's or the Registrar's distribution account with Euroclear and/or Clearstream, Luxembourg after such the Issue Date, the Fiscal Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Covered Bond Note to the order of the relevant Issuer. The Fiscal Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer forthwith promptly of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Covered Bond Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon promptly on receipt from the Dealer of the full purchase price in respect of any Defaulted Note and (b) pay to the relevant Issuer the amount so received. If, by the third day following the Issue Date, the Dealer has not paid the full purchase price due from it in respect of a Defaulted Note, the relevant Issuer shall provide instructions to the Principal Paying Agent for the immediate transfer of such Defaulted Covered Bond.Note to another account. If by the close of business on the third day following the Issue Date, the relevant Issuer does not provide an instruction to the Principal Paying Agent to deliver the Defaulted Note from the Principal Paying Agent's distribution account to another account, the Principal Paying Agent shall arrange for the cancellation of the Defaulted Note.
Appears in 1 contract
Sources: Agency Agreement