Changes in Agents. (1) The Registrar may (subject to sub-clause (3) below) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective. (2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of the Issuer and specifying such removal and the date when it shall become effective. (3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). (4) In case at any time the Registrar resigns, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder. (5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent). (6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect. (7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned; (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrar; and (b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8. (8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context). (9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder. (10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 2 contracts
Sources: Agency Agreement (Landeskreditbank Baden Wurttemberg Forderbank), Agency Agreement (Landeskreditbank Baden Wurttemberg Forderbank)
Changes in Agents. (1) The 10.1 Any Registrar or Paying Agent in its capacity as such may (subject to sub-clause (3) below) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on giving to it of at least 45 30 days' ’ written notice to the Registrar, that effect signed on behalf of the Issuer and specifying the date on which such removal and the date when it shall become effective.
. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (3unless the Issuer agrees to accept less notice) Any to that effect to the Issuer specifying the date on which such resignation under sub-clause (1) shall become effective. Notwithstanding the foregoing, no such resignation or removal under sub-clauses (2) or (4) shall only take effect upon within 30 days before or after any payment date and, in the appointment case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed by the Issuer as hereinafter provided, of a successor Registrar and (such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12Agents. The Issuer agrees with the Registrar each Agent that if, if by the day falling ten 10 days before the expiry of any notice under sub-clause (1)notice, it the Issuer has not appointed a successor RegistrarAgent, then the Registrar Agent shall be entitled, entitled on behalf of the Issuer, Issuer to appoint as a successor Registrar Agent in its place a reputable financial institution institution.
10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of good standing which the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer shall approve (such approval not of its remuneration for services rendered hereunder and to be unreasonably withheld the reimbursement of its expenses incurred up to its resignation or delayed)removal taking effect in accordance with the terms of Clause 9.1.
(4) 10.3 In case at any time the any Registrar resigns, or is Paying Agent shall resign or shall be removed, the successor Registrar or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing Paying Agent may be appointed by the Issuer by an instrument in writing filed with given to the successor RegistrarRegistrar or Paying Agent. Upon the appointment as aforesaid of a such successor Registrar or Paying Agent and acceptance by the latter it of such appointment and (other than in case of insolvency of appointment, the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar or Paying Agent so superseded shall cease to be the a Registrar or Paying Agent hereunder.
(5) Subject 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the an instrument accepting such appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to without any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, deed or conveyance, it shall become vested with all the rights authorities, rights, powers, immunities, duties and obligations of its such predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after havingin accordance with this Agreement, in any and such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the predecessor Paying Agent, as if any, upon payment by the case may be, is Issuer of any amounts due and payable to terminate any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the above sub-clauses on termination of its appointment a Registrar or prior Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the date of such change) respective successor Agent.
10.5 Each Agent shall give or cause to be given not more than 45 days' nor less than 30 days' ’ notice thereof to the Holders Issuer of any proposed change in its specified office.
10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.
Appears in 2 contracts
Sources: Agency Agreement (KfW), Agency Agreement (KFW International Finance Inc)
Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) The Registrar so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices).
25.2 Each Agent may (subject to sub-clause (3) belowas provided in Clause 25.4) at any time resign as Registrar (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 90 60 days' ’ written notice to the Issuer of such intention on its part, and the Trustee specifying the date on which its desired resignation shall become effectiveeffective and shall not be responsible for any liabilities occasioned thereby.
(2) The Registrar 25.3 Each Agent may (subject to sub-clause (3) belowas provided in Clause 25.4) be removed at any time by the Issuer on at least 45 days' (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Registrar, signed Trustee on behalf of at least 60 days’ notice in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 25.4 Any resignation under sub-clause (1) Clause 25.2 or removal of an Agent under sub-clauses (2) Clause 25.3 or (4) 25.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Registraran Agent) on the expiry of the notice to be given under Clause 1227. The Issuer agrees with each of the Registrar Agents that if, by the day falling ten thirty five (35) days before after the expiry receipt of any notice under sub-clause (1)Clause 25.2, it the Issuer has not appointed a successor RegistrarAgent, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case at any time the Registrar resigns, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits approved in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of Trustee then such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer Agent may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.upon ten
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Changes in Agents. 23.1 Each of the Issuers and the Guarantor agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Relevant Issuer or the Guarantor (1in the case of Guaranteed Notes) The as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Principal Paying Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 15.
23.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 23.4) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its part, Issuers and the Guarantor specifying the date on which its desired resignation shall become effective.
(2) The 23.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 23.4) be removed at any time by the Relevant Issuer and the Guarantor (in respect of itself only) on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and the Guarantor (in the case of Guaranteed Notes) specifying such removal and the date when it the removal shall become effective.
(3) 23.4 Any resignation under sub-clause (1) subclause 23.2 or removal of the Principal Paying Agent or the Registrar by any Issuer and the Guarantor (in the case of Guaranteed Notes) under sub-clauses (2) subclauses 23.3 or (4) 23.5 shall only take effect upon the appointment by the Relevant Issuer as hereinafter provided, and the Guarantor (in the case of Guaranteed Notes) of a successor Registrar Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 12clause 25. The Issuer Each of the Relevant Issuers and the Guarantor (in the case of Guaranteed Notes) agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause subclause 23.2, the Relevant Issuer and the Guarantor (1), it in the case of Guaranteed Notes) has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuerRelevant Issuer and the Guarantor (in the case of Guaranteed Notes), to appoint as a successor Registrar Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) shall approve (such approval not to be unreasonably withheld or delayed).
(4) 23.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Relevant Issuer by an instrument and the Guarantor (in writing filed with the successor Registrarcase of Guaranteed Notes). Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 25, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 23.6 Subject to the applicable provisions of the Conditionssubclause 23.1, the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 23.7 Subject to the applicable provisions subclause 23.1, all or any of the Conditions, Agents (other than the Principal Paying Agent Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer Relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 23.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, the Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Relevant Issuer (failing which the Guarantor (in the case of its Guaranteed Notes)) of the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 18.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 23.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Changes in Agents. (1) The Registrar 12.1 Any Agent in its capacity as such may (subject to sub-clause (3) below) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on giving to it of at least 45 30 days' ’ written notice to the Registrar, that effect signed on behalf of the Issuer and specifying the date on which such removal and the date when it shall become effective.
. Any Agent may at any time resign by giving at least 90 days’ written notice (3unless the Issuer agrees to accept less notice) Any to that effect to the Issuer specifying the date on which such resignation under sub-clause (1) shall become effective. Notwithstanding the foregoing, no such resignation or removal under sub-clauses (2) or (4) shall only take effect upon within 30 days before or after any payment date and, in the appointment case of the resignation or removal of any Agent, as the case may be, shall not take effect until a successor Agent has been appointed by the Issuer as hereinafter provided, of a and such successor Registrar and (Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12Agents. The Issuer agrees with the Registrar each Agent that if, if by the day falling ten 10 days before the expiry of any notice under sub-clause (1)notice, it the Issuer has not appointed a successor RegistrarAgent, then the Registrar relevant Agent shall be entitled, entitled on behalf of the Issuer, Issuer to appoint as a successor Registrar Agent in its place a reputable financial institution institution.
12.2 Upon its resignation or removal taking effect, the Fiscal Agent shall hold all moneys deposited with or held by it hereunder in respect of good standing which the Notes to the order of the successor Fiscal Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer shall approve (such approval not of its remuneration for services rendered hereunder and to be unreasonably withheld the reimbursement of its expenses incurred up to its resignation or delayed)removal taking effect in accordance with the terms of Clause 12.1.
(4) 12.3 In case at any time the Registrar resigns, any Agent shall resign or is shall be removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing Agent may be appointed by the Issuer by an instrument in writing filed with given to the successor RegistrarAgent. Upon the appointment as aforesaid of a such successor Registrar Agent and acceptance by the latter it of such appointment and (other than in case of insolvency of appointment, the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar Agent so superseded shall cease to be the Registrar an Agent hereunder.
(5) Subject 12.4 Any successor Agent appointed hereunder shall execute and deliver to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the an instrument accepting such appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to without any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, deed or conveyance, it shall become vested with all the rights authorities, rights, powers, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as Agent in accordance with this Agreement, and such predecessor Agent, if any, upon payment by the case may be) a Paying Issuer of any amounts due and payable to such Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment an Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent.
(10) If the Registrar or the Paying 12.5 Each Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' ’ notice thereof to the Issuer of any proposed change in its specified office.
12.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to DTC for communication by DTC and its participants to the Holders in accordance with the Conditions.
Appears in 2 contracts
Sources: Fiscal Agency Agreement (KFW International Finance Inc), Fiscal Agency Agreement (KfW)
Changes in Agents. (1) The Registrar Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar;
(c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent with a specified office in New York City; and
(d) there will at all times be a Paying Agent in a jurisdiction, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24(5)), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.
(2) Each of the Agents may (subject to sub-clause (3) belowas provided in subclause 24(4)) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(23) The Registrar Each of the Agents may (subject to sub-clause (3) belowas provided in subclause 24(4)) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it on which the removal shall become effective.
(34) Any resignation under sub-clause (1subclause 24(2) or removal of the Principal Paying Agent or the Registrar under sub-clauses (2subclauses 24(3) or (424(5) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 12clause 26. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1subclause 24(2) or 24(3), it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
(45) In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in the case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 26, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(56) Subject to the applicable provisions of the Conditionssubclause 24(2), the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(67) Subject to the applicable provisions subclause (1), all or any of the Conditions, Agents (other than the Principal Paying Agent and the Registrar) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 8) Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, the Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context)19.
(9) Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Changes in Agents. (1) 23.1 The Registrar Issuer and the Guarantor may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of an Agent. In addition, the Issuer and the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.3 (General provisions applicable to payments).
23.2 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
23.3 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on at least 45 days' written notice to the RegistrarNoteholders under Condition 13 (Notices). If the Fiscal Agent resigns or is removed pursuant to subclause 24.1 or in accordance with this subclause 24.3, signed on behalf of the Issuer and specifying such removal the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the date when it shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of Guarantor fail to appoint a successor Registrar and (other than in cases of insolvency of within such period, the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar Fiscal Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantor, to appoint in its place as a successor Registrar in its place Fiscal Agent a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) In case at 23.4 Notwithstanding the provisions of subclauses 24.1, 24.2 and 24.3, so long as any time of the Registrar resignsNotes is outstanding, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to termination of the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed Agent (whether by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;there is:
(a) shall forthwith transfer so long as any Notes are listed on any Stock Exchange, at all moneys held by it hereunder andtimes a Transfer Agent, if applicablewhich may be the Registrar, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is with a specified office in the case place required by the rules and regulations of the termination of appointment of the Paying relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Fiscal Agent no successor Paying Agent, to the and a Registrar; and
(bc) shall there will at all times be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder a Paying Agent in accordance with the terms of Clause 8a jurisdiction within Europe.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such 23.5 Any successor Agent shall bear all reasonable costs associated with execute and deliver to its predecessor, the termination of Issuer, the Guarantor and, where appropriate, the Fiscal Agent an instrument accepting its services appointment under this Agreement, and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shallAgent, without any further act, deed or conveyance, shall become vested with all the rights authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunderan Agent.
(10) 23.6 If the Registrar or the Paying appointment of an Agent determines to change its Specified Office it shall under this Agreement is terminated (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give whether by the Issuer and the Guarantor or by the resignation of the relevant Agent), the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if applicableany) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
23.7 If the Registrar Fiscal Agent or any of the other Agents shall change its specified office, it shall give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 45 days' prior written notice of such determination to that effect giving the address of the new Specified Office specified office. As soon as practicable thereafter and stating in any event at least 30 days before the date on which such change is to take effectchange, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement the Fiscal Agent shall, at the request of the Issuer) shall, give to the Noteholders on behalf of and at the expense of the relevant AgentIssuer (failing which, within 15 days of receipt of such the Guarantor) notice (unless the appointment of the Registrar change and the address of the new specified office under Condition 13 (Notices).
23.8 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Paying AgentAgent may be consolidated or a corporation resulting from a merger, as conversion or consolidation to which the case may beAgent shall be a party shall, is to terminate pursuant to the above sub-clauses extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or prior consolidation shall forthwith be given to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to Issuer, the Holders in accordance with Guarantor and, where appropriate, the ConditionsFiscal Agent.
Appears in 2 contracts
Sources: Agency Agreement (Autoliv Inc), Agency Agreement (Autoliv Inc)
Changes in Agents. (a) The Bank agrees that, until no Note is outstanding or until monies for the payment of all amounts with respect to all outstanding Notes have been made available to the Paying Agents (whichever is the later):
(A) so long as any Notes are listed, quoted and/or traded on any Stock Exchange, there will at all times be such paying, issuing, listing and other agents having a specified office in each location required by the rules and regulations of the relevant Stock Exchange; and
(B) with respect to Bearer Notes, (1) The Registrar there will at all times be a Paying Agent, a London Issuing Agent and a Transfer Agent with a specified office in a city in Europe unless, in respect of any Paying Agent, payments are permitted to be made in the United States and the Bank shall have appointed a Paying Agent in the United States; and (2) in the event that any European Directive on the taxation of savings, or any law implementing or complying with, or introduced in order to conform to, such Directive is introduced, the Bank will use all reasonable efforts to ensure, to the extent practicable, that it will maintain a paying agent in a Member State of the European Union that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to any such Directive or law supplementing or complying with such Directive. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Section 18 hereof.
(b) Subject to Section 27(d), the Bank may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar and/or appoint one or more further relevant Agents by giving to the relevant Agent at least 45 days’ notice in writing to that effect.
(c) Subject to Section 27(d), all or any of the Paying Agents or the European Transfer Agent may resign their respective appointments hereunder at any time by giving the Bank at least 90 days' ’ written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effectivethat effect.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3d) Any termination under Section 27(b) or resignation under sub-clause (1) or removal under sub-clauses (2) or (4Section 27(c) shall only take effect upon the appointment by the Issuer Bank as hereinafter provided, provided of a successor Registrar Agent and (other than in cases of insolvency of the Registrarsuch Agent) on the expiry expiration of the notice to be given under Clause 12Section 29 hereof. The Issuer Bank agrees with the Registrar each Agent that if, by the day falling ten 10 days before the expiry expiration of any notice under sub-clause (1Section 27(c), it the Bank has not appointed a successor Registrarreplacement agent, then the Registrar relevant Agent shall be entitled, on behalf of the IssuerBank, to appoint as a successor Registrar in its place a any reputable financial institution of good standing which the Issuer shall approve (such approval not as it may reasonably determine to be capable of performing the duties of such Agent hereunder, and the Bank shall not unreasonably withheld or delayed)object to such appointment. If the relevant Agent is unable to appoint a replacement agent, the relevant Agent may petition any court of competent jurisdiction for the appointment of a replacement agent.
(4e) In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or acting of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in for corporate reorganization under any applicable United States federal or state or any foreign bankruptcy, insolvency or similar law or makes an assignment for the benefit or of its creditors creditors, or consents to the appointment of an administrator, liquidator liquidator, custodian or other receiver similar official of all or a substantial part substantially all of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofmature, or if any a receiver, custodian or other similar official of it or of all or substantially all of its property is appointed, or if an order of any court is entered approving any petition filed by or for relief against it under the provisions of any applicable bankruptcy bankruptcy, insolvency or insolvency similar law, or if any public officer takes charge or control of any such Agent or of its property or affairs, for the purpose of rehabilitation, conservation, or liquidation, such Agent promptly shall notify the Bank and the other Agents in writing of the occurrence of such event, and a successor Registrar, which shall be a reputable financial institution in good standing Agent may be appointed by the Issuer Bank by an instrument in writing filed with the successor RegistrarAgent. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter of such appointment and (other than in the case of insolvency of the Registrar when it shall be of immediate effectAgent) upon expiry expiration of the notice to be given under Clause 12 Section 29 hereof, the Registrar Agent so superseded shall cease to be the Registrar an Agent hereunder.
(5f) Subject Prior to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;relevant Agent:
(aA) shall shall, in the case of a Paying Agent, forthwith transfer all moneys monies held by it hereunder andhereunder, if applicable, and shall transfer the documents and records referred to in Clauses 6(4Sections 11(a), (519(e) and (8) to its successor Agent hereunder or20(g) hereof, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agentas applicable, to the Registrarsuccessor Paying Agent or other Agent hereunder; and
(bB) shall be entitled to the payment by the Issuer Bank of its commissions and fees and expenses for the services therefore theretofore rendered hereunder in accordance with the terms of Clause 8Section 22 hereof.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9g) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent, London Issuing Agent, Registrar or European Transfer Agent shall, without further act, deed or conveyance, become vested with all the rights authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor or, as the case may be, a Paying Agent with like effect as if originally named as a Paying Agent, London Issuing Agent, Registrar or (as the case may be) a Paying Agent European Transfer Agent, respectively, hereunder.
(10h) If the Registrar or the Paying Agent determines The Bank may from time to change its Specified Office it shall (after havingtime, in any such case other than a change of Specified Office within the same city, obtained the prior written approval respect of the Issuer thereto) give Program or in respect of any Series of Notes, appoint one or more additional paying agents by giving to the Issuer and (if applicable) the Registrar Agents at least three days’ notice to that effect. Upon its written notice acceptance of such determination giving appointment, each such additional paying agent shall have the address powers and authority granted to and conferred upon it herein, and such further powers and authority, acceptable to it, to act on behalf of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, Bank as the case Bank may be, is grant to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders confer upon it in accordance with the Conditionswriting.
Appears in 2 contracts
Sources: Global Agency Agreement (Bank of America Corp /De/), Global Agency Agreement (Bank of America Corp /De/)
Changes in Agents. 25.1 The Issuers agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer, as provided in this Agreement:
(1a) The so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent and a Transfer Agent with a specified office in the place (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; and
(b) there will at all times be a Principal Paying Agent and a Registrar. In addition, CBA (on behalf of the Issuers) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7(d) Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect, or of any Paying Agent failing to become or ceasing to be a Participating FFI, when it shall be of immediate effect on appointment of a successor) after not less than 15 days' prior notice shall have been given to the Noteholders in accordance with Condition 16.
25.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 25.4) at any time resign as Registrar by giving at least 90 30 days' written notice to the Issuer of such intention on its part, CBA specifying the date on which its desired resignation shall become effective.
(2) The 25.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 25.4) be removed at any time by the Issuer CBA on at least 45 30 days' written notice to the Registrar, signed on behalf of the Issuer and in writing from CBA specifying such removal and the date when it the removal shall become effective.
(3) 25.4 Any resignation under sub-clause (1) subclause 25.2 or removal of the Principal Paying Agent or the Registrar under sub-clauses (2) subclauses 25.3 or (4) 25.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, CBA of a successor Registrar Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be, or of the Principal Paying Agent failing to become or ceasing to be a Participating FFI) on the expiry of the notice to be given under Clause 12clause 27. The Issuer CBA agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 7 days before the expiry of any notice under sub-clause (1)subclause 25.2, it CBA has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuerCBA, to appoint as a successor Registrar Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer CBA shall approve (such approval not to be unreasonably withheld or delayed).
(4) 25.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation or, at any time, any Paying Agent fails to become or ceases to be a Participating FFI, the appointment of such Agent shall terminate automatically and a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarCBA. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent, when it shall be of immediate effecteffect or the failure of any Paying Agent to become or be a Participating FFI, when it shall be of immediate effect on such appointment of a successor) upon expiry of the notice to be given under Clause 12 clause 27, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 25.6 Subject to the applicable provisions of the Conditionssubclause 25.1, the Issuer CBA may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 30 days' written notice in writing to that effect (other than in the case of insolvency or of the a Paying AgentAgent failing to become or ceasing to be a Participating FFI).
(6) 25.7 Subject to the applicable provisions subclause 25.1, all or any of the Conditions, Agents (other than the Principal Paying Agent and the Registrar) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving to each of the Issuer Issuers and the Registrar Principal Paying Agent at least 45 30 days' written notice to that effect.
(7) 25.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no successor Paying Agentand the Registrar, immediately transfer all moneys and records (except such records as it may be prevented by law or regulation from so transferring) held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the relevant Issuer (failing which the Guarantor, where the relevant Issuer is ASB Finance) of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 19.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 25.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (1) 14.1 The Registrar Fiscal Agent may (subject to sub-clause (3) as provided in Clause 14.3 below) at any time resign as Registrar Fiscal Agent by giving at least 90 45 days' ’ written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) 14.2 The Registrar Fiscal Agent may (subject to sub-clause (3) as provided in Clause 14.3 below) be removed at any time by the Issuer on at least 45 days' written ’ notice to by the Registrar, filing with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3) 14.3 Any resignation under sub-clause (1) Clause 14.1 or removal under sub-clauses (2) Clauses 14.2 or (4) 14.4 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Fiscal Agent and (other than in cases of insolvency of the RegistrarFiscal Agent) on the expiry of the notice to be given under Clause 1214. The Issuer agrees with the Registrar Fiscal Agent that if, by the day falling ten days before the expiry of any notice under sub-clause (1)Clause 14.1, it the Issuer has not appointed a successor RegistrarFiscal Agent, then the Registrar Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar Fiscal Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) 14.4 In case at any time the Registrar Fiscal Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, law a successor RegistrarFiscal Agent, which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarFiscal Agent. Upon the appointment as aforesaid of a successor Registrar Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 14, the Registrar Fiscal Agent so superseded shall cease to be the Registrar Fiscal Agent hereunder.
(5) 14.5 Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the RegistrarFiscal Agent, terminate the appointment of the any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agents Agent(s) or Calculation Agent by giving to the Registrar Fiscal Agent, and to the relevant Paying Agent at least 45 days' written ’ notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent).
(6) 14.6 Subject to the applicable provisions of the Conditions, the any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar Fiscal Agent at least 45 days' ’ written notice to that effect.
(7) 14.7 Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;Fiscal Agent:
(a) 14.7.1 shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4)7.7, (5) 7.8 and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, 16 and all Notes surrendered and not yet destroyed to the Registrarsuccessor Fiscal Agent ▇▇▇▇▇▇▇▇▇; and
(b) 14.7.2 shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 810.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 14.8 Upon its appointment becoming effective, a successor Registrar Fiscal Agent or Calculation Agent and any new Paying Agent shall, without further act, become vested with all the rights rights, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder.
(10) If 14.9 lf the Registrar Fiscal Agent or the any Paying Agent or Calculation Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same citycountry, obtained the prior written approval of the Issuer thereto) give to the Issuer and (if applicable) the Registrar Fiscal Agent written notice of such determination giving the address of the new Specified Office which shall be in the same country and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar Fiscal Agent (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, shall within 15 days of receipt of such notice (unless the appointment of the Registrar Fiscal Agent or the Paying Agent or Calculation Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' ’ nor less than 30 days' ’ notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Linde PLC)
Changes in Agents. 25.1 The Issuer agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Fiscal Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) The so long as any Covered Bonds are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Fiscal Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Fiscal Agent and a Registrar;
(c) [RESERVED];
(d) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdiction in which the Issuer is incorporated; and
(e) in the case of CSD Covered Bonds, there will at all times be an CSD Agent authorised to act as an account holding institution with the CSD and one or more calculation agent(s) where the Terms and Conditions of the relevant CSD Covered Bonds so require. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice shall have been given to the Covered Bondholders in accordance with Condition 14 (Notices).
25.2 Each of the Fiscal Agent and the Registrar may (subject to sub-clause (3) belowas provided in Clause 25.4) at any time resign as Registrar by giving at least 90 60 days' ’ written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The 25.3 Each of the Fiscal Agent and the Registrar may (subject to sub-clause (3as provided in Clause 25.4) below) may be removed at any time by the Issuer on at least 45 60 days' written ’ notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 25.4 Any resignation under sub-clause (1) Clause 25.2 or removal of the Fiscal Agent or the Registrar under sub-clauses (2) Clause 25.3 or (4) 25.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Fiscal Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Fiscal Agent or Registrar, as the case may be) on the expiry of the notice to be given under Clause 12▇▇▇▇▇▇ 27. The Issuer agrees with the Fiscal Agent and Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1)Clause 25.2, it the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case may be, then the Registrar Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar Fiscal Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) 25.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 27, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 25.6 Subject to the applicable provisions of the ConditionsClause 25.1, the Issuer may, after prior consultation with the RegistrarFiscal Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Fiscal Agent and to the Paying relevant other Agent at least 45 days' written ’ notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency, on notice in writing to that effect).
(6) 25.7 Subject to the applicable provisions Clause 25.1, all or any of the Conditions, Agents (other than the Paying Agent Fiscal Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer and the Registrar Fiscal Agent at least 45 days' ’ written notice to that effect.
(7) 25.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Fiscal Agent, or Registrar, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 820.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 25.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If 25.10 Notwithstanding any other provision in this Agreement, if the Registrar Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Covered Bonds and such FATCA Withholding would not have arisen but for the Paying Agent determines not being or having ceased to change its Specified Office it shall (after havingbe a person to whom payments are free from FATCA Withholding, in the Issuer will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of time specified in writing to such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents.
27.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer as provided herein:
(1a) The so long as any Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority, there will at all times be a Paying Agent and, if the Notes are in registered form, a Registrar and Transfer Agent with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively;
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City; and
(d) there will at all times be a Principal Paying Agent. In addition, the Issuer shall with the prior written approval of the Trustee forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 27.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with the Conditions.
27.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 27.4) at any time resign as Registrar such by giving at least 90 60 days' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The 27.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 27.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 60 days' written notice to by the Registrar, filing with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.effective.
(3) 27.4 Any resignation under sub-clause (1) subclause 27.2 or removal under sub-clauses (2) or (4) subclause 27.3 shall only take effect upon the appointment by the Issuer as hereinafter provided, provided of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and (other than in cases the case of insolvency of the Principal Paying Agent or Registrar) on the expiry of the notice to be given under Clause 12clause 29. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1)subclause 27.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayedwithheld).
(4) 27.5 In case at any time the Principal Paying Agent or Registrar resigns, or is removed, or becomes incapable or acting of action or is adjudged a bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution in of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or Registrar. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effectPrincipal Paying Agent or Registrar) upon expiry of the notice to be given under Clause 12 clause 29 the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying Agent or Registrar hereunder.hereunder.
(5) 27.6 Subject to the applicable provisions of the Conditionssubclause 27.1, the Issuer may, after prior consultation with the Registrarprior written approval of the Trustee, terminate the appointment of any of the Paying Agent Agents at any time and/or appoint one or more further Paying Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agent).
(6) 27.7 Subject to the applicable provisions subclause 27.1, all or any of the Conditions, the Paying Agent Agents may resign its appointment their respective appointments hereunder at any time by giving the Issuer Issuer, the Trustee and the Registrar Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
(7) 27.8 Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;relevant Agent:
(a) shall shall, in the case of the Principal Paying Agent or the Registrar, forthwith transfer all moneys held by it hereunder and, if applicablehereunder, the documents and records referred to in Clauses 6(4), (5) subclauses 14.2 and (8) 15.7 and all Notes and Coupons held by it to its the successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no successor Paying Agent, to the Registrar; andor Registrar hereunder;
(b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services therefore thereto rendered hereunder in accordance with the terms of Clause 8clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunder.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 27.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without further act, deed or conveyance, become vested with all the rights authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like effect as if originally named as Registrar or (an Agent hereunder, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as the case may bereferred to in subclause 27.8(a) a Paying Agent of this clause, held by its predecessor hereunder.
(10) If 27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in this Agreement, if the Registrar Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent determines not being or having ceased to change its Specified Office it shall be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (after having, in as applicable) without notice and such termination will be effective from any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of time specified in writing to such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Paying Agent or Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditionsapplicable).
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents.
23.1 Each of the Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Issuing and Principal Paying Agent and have been returned to the Issuer or the Guarantor, as the case may be, as provided in this Agreement:
(1a) The there will at all times be a Issuing and Principal Paying Agent and, in the case of Registered Notes, a Registrar and a Transfer Agent; and
(b) so long as any Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in the place (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority. In addition, the Issuer and the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days' prior notice shall have been given to the Noteholders in accordance with Condition 15.
23.2 Each of the Issuing and Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 23.4) at any time resign as Registrar by giving at least 90 60 days' written notice to the Issuer of such intention on its part, and the Guarantor specifying the date on which its desired resignation shall become effective.effective.
(2) The 23.3 Each of the Issuing and Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 23.4) be removed at any time by the Issuer and the Guarantor on at least 45 30 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective.effective.
(3) 23.4 Any resignation under sub-clause (1) subclause 23.2 or removal of the Issuing and Principal Paying Agent or the Registrar under sub-clauses (2) subclauses 23.3 or (4) 23.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, and the Guarantor of a successor Registrar ▇▇▇▇▇▇▇ and Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Issuing and Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 12clause 25. The Each of the Issuer and the Guarantor agrees with the Issuing and Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 23.2, it has the Issuer and the Guarantor have not appointed a successor ▇▇▇▇▇▇▇ and Principal Paying Agent or Registrar, as the case may be, then the Registrar Issuing and Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuerIssuer and the Guarantor, to appoint in its place as a successor Registrar ▇▇▇▇▇▇▇ and Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed).delayed).
(4) 23.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, the appointment of such Agent shall terminate automatically and a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with and the successor RegistrarGuarantor. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 25, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 23.6 Subject to the applicable provisions of the Conditionssubclause 23.1, the Issuer and the Guarantor may, after prior consultation with the RegistrarIssuing and Principal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Issuing and Principal Paying Agent and to the Paying relevant other Agent at least 45 30 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 23.7 Subject to the applicable provisions subclause 23.1, all or any of the Conditions, Agents (other than the Issuing and Principal Paying Agent Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer Issuer, the Guarantor and the Registrar Issuing and Principal Paying Agent at least 45 60 days' written notice to that effect.
(7) 23.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Issuing and Principal Paying Agent no successor Paying Agentand the Registrar, as soon as reasonably practicable transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer (failing which the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 18.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 23.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (1) The Registrar 15.1 Any Agent in its capacity as such may (subject to sub-clause (3) below) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on giving to it of at least 45 30 days' ’ written notice to the Registrar, that effect signed on behalf of the Issuer and specifying the date on which such removal and the date when it shall become effective.
. Any Agent may at any time resign by giving at least 90 days’ written notice (3unless the Issuer agrees to accept less notice) Any to that effect to the Issuer specifying the date on which such resignation under sub-clause (1) shall become effective. Notwithstanding the foregoing, no such resignation or removal under sub-clauses (2) or (4) shall only take effect upon within 30 days before or after any payment date and, in the appointment case of the resignation or removal of any Agent, as the case may be, shall not take effect until a successor Agent, has been appointed by the Issuer as hereinafter provided, of a successor Registrar and (such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12Agents. The Issuer agrees with the Registrar each Agent that if, if by the day falling ten 10 days before the expiry of any notice under sub-clause (1)notice, it the Issuer has not appointed a successor RegistrarAgent, then the Registrar Agent shall be entitled, entitled on behalf of the Issuer, Issuer to appoint as a successor Registrar Agent in its place a reputable financial institution institution.
15.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of good standing which the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer shall approve (such approval not of its remuneration for services rendered hereunder and to be unreasonably withheld the reimbursement of its expenses incurred up to its resignation or delayed)removal taking effect in accordance with the terms of Clause 15.1.
(4) 15.3 In case at any time the Registrar resigns, any Agent shall resign or is shall be removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing Agent may be appointed by the Issuer by an instrument in writing filed with given to the successor RegistrarAgent. Upon the appointment as aforesaid of a such successor Registrar Agent and acceptance by the latter it of such appointment and (other than in case of insolvency of appointment, the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar Agent so superseded shall cease to be the Registrar an Agent hereunder.
(5) Subject 15.4 Any Agent appointed hereunder shall execute and deliver to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the an instrument accepting such appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to without any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, deed or conveyance, it shall become vested with all the rights authorities, rights, powers, immunities, duties and obligations of its such predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as Agent in accordance with this Agreement, and such predecessor Agent, if any, upon payment by the case may be) a Paying Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment the Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent.
(10) If the Registrar or the Paying 15.5 Each Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' ’ notice thereof to the Holders Issuer of any proposed change in its specified office.
15.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.
Appears in 1 contract
Changes in Agents. (1) 24.1 The Registrar Trustee may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the Issuer case of such intention on its parta Paying Agent, specifying the date on which its desired resignation notice shall become effective.
not expire less than 45 days before any Periodic Distribution Date or the Maturity Date; and (2b) The Registrar may notice shall be given to Certificateholders under Condition 18 (subject to sub-clause (3Notices) below) be removed at any time by the Issuer on at least 45 days' written notice to 30 days before the Registrar, signed on behalf removal or appointment of the Issuer and specifying such removal and the date when it shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar and an Agent (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayedCalculation Agent).
(4) In case 24.2 Notwithstanding the provisions of Clause 24.1, if at any time the Registrar resignstime: (a) an Agent becomes incapable of acting, or is removed, adjudged bankrupt or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its propertyproperty is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment thereofof its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, a successor Registrar, which shall administration or liquidation; (b) an Agent fails to become or ceases to be a reputable financial institution Participating FFI; or (c) in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when Calculation Agent, it shall be of immediate effect) upon expiry of fails to determine the notice to be given under Clause 12 Periodic Distribution Amounts or Return Accumulation Periods as provided in the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the ConditionsConditions and this Agreement, the Issuer may, after prior consultation with the Registrar, Trustee may forthwith without notice terminate the appointment of the Paying Agent, in which event (save with respect to the termination of the appointment of the Calculation Agent) notice shall be given to the Certificateholders under Condition 18 (Notices) as soon as is practicable.
24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
24.4 All or any of the Agents may resign their respective appointments under this Agreement at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to Trustee and, where appropriate, the Principal Paying Agent at least 45 90 days' prior written notice to that effect (other than provided that, in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor a Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to so long as any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited toCertificates are outstanding, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be expire less than 45 days thereafterbefore any Periodic Distribution Date. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of Following receipt of such a notice of resignation from an Agent (unless other than the appointment of Calculation Agent), the Registrar or the Paying AgentTrustee shall promptly, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given and in any event not more than 45 days' nor less than 30 days' days before the resignation takes effect, give notice thereof of such resignation to the Holders in accordance with Certificateholders under Condition 18 (Notices). If the Conditions.Principal Paying Agent shall resign or be removed pursuant to Clauses 24.1 or
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (1) 23.1. The Registrar Issuer and the Guarantor may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar and/or appoint additional or other Agents by giving at least 90 days' written notice to the Issuer of such intention on its partAgent whose appointment is concerned and, specifying where appropriate, the date on which its desired resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on Fiscal Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the RegistrarNotes is outstanding:
(a) in the case of a Paying Agent, signed on behalf the notice shall not expire less than 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of an Agent.
23.2. The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
23.3. All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 13 (Notices). If the Fiscal Agent resigns or is removed pursuant to subclause 23.1 or in accordance with this subclause 23.3, the Issuer and specifying such removal the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the date when it shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of Guarantor fail to appoint a successor Registrar and (other than in cases of insolvency of within such period, the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar Fiscal Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantor, to appoint in its place as a successor Registrar in its place Fiscal Agent a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)standing.
(4) In case at 23.4. Notwithstanding the provisions of subclauses 23.1, 23.2 and 23.3, so long as any time of the Registrar resignsNotes is outstanding, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to termination of the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed Agent (whether by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;there is:
(a) shall forthwith transfer so long as any Notes are listed on any Stock Exchange, at all moneys held by it hereunder andtimes a Transfer Agent, if applicablewhich may be the Registrar, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is with a specified office in the case place required by the rules and regulations of the termination of appointment of the Paying relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Fiscal Agent no successor Paying Agent, to the and a Registrar; and
(bc) shall there will at all times be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder a Paying Agent in accordance with the terms of Clause 8a jurisdiction within Europe.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such 23.5. Any successor Agent shall bear all reasonable costs associated with execute and deliver to its predecessor, the termination of Issuer, the Guarantor and, where appropriate, the Fiscal Agent an instrument accepting its services appointment under this Agreement, and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shallAgent, without any further act, deed or conveyance, shall become vested with all the rights authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunderan Agent.
(10) 23.6. If the Registrar or the Paying appointment of an Agent determines to change its Specified Office it shall under this Agreement is terminated (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give whether by the Issuer and the Guarantor or by the resignation of the relevant Agent), the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if applicableany) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 0012034-0005581 UKO2: 2009660763.9 25
23.7. If the Registrar Fiscal Agent or any of the other Agents shall change its specified office, it shall give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 45 days' prior written notice of such determination to that effect giving the address of the new Specified Office specified office. As soon as practicable thereafter and stating in any event at least 30 days before the date on which such change is to take effectchange, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement the Fiscal Agent shall, at the request of the Issuer) shall, give to the Noteholders on behalf of and at the expense of the relevant AgentIssuer (failing which, within 15 days of receipt of such the Guarantor) notice (unless the appointment of the Registrar change and the address of the new specified office under Condition 13 (Notices).
23.8. A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Paying AgentAgent may be consolidated or a corporation resulting from a merger, as conversion or consolidation to which the case may beAgent shall be a party shall, is to terminate pursuant to the above sub-clauses extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or prior consolidation shall forthwith be given to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to Issuer, the Holders in accordance with Guarantor and, where appropriate, the ConditionsFiscal Agent.
Appears in 1 contract
Sources: Agency Agreement (Autoliv Inc)
Changes in Agents. (1) 14.1 The Registrar Fiscal Agent may (subject to sub-clause (3) as provided in Clause 14.3 below) at any time resign as Registrar Fiscal Agent by giving at least 90 45 days' ’ written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) 14.2 The Registrar Fiscal Agent may (subject to sub-clause (3) as provided in Clause 14.3 below) be removed at any time by the Issuer on at least 45 days' written ’ notice to by the Registrar, filing with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3) 14.3 Any resignation under sub-clause (1) Clause 14.1 or removal under sub-clauses (2) Clauses 14.2 or (4) 14.4 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Fiscal Agent and (other than in cases of insolvency of the RegistrarFiscal Agent) on the expiry of the notice to be given under Clause 1214. The Issuer agrees with the Registrar Fiscal Agent that if, by the day falling ten days before the expiry of any notice under sub-clause (1)Clause 14.1, it the Issuer has not appointed a successor RegistrarFiscal Agent, then the Registrar Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar Fiscal Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) 14.4 In case at any time the Registrar Fiscal Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, law a successor RegistrarFiscal Agent, which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarFiscal Agent. Upon the appointment as aforesaid of a successor Registrar Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 14, the Registrar Fiscal Agent so superseded shall cease to be the Registrar Fiscal Agent hereunder.
(5) 14.5 Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, may terminate the appointment of the any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agents Agent(s) or Calculation Agent by giving to the Registrar Fiscal Agent, and to the relevant Paying Agent at least 45 days' written ’ notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent).
(6) 14.6 Subject to the applicable provisions of the Conditions, the any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar Fiscal Agent at least 45 days' ’ written notice to that effect.
(7) 14.7 Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;Fiscal Agent:
(a) 14.7.1 shall forthwith as soon as reasonably practicable transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4)7.7, (5) 7.8 and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, 16 and all Notes surrendered and not yet destroyed to the Registrarsuccessor Fiscal Agent ▇▇▇▇▇▇▇▇▇; and
(b) 14.7.2 shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 810.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 14.8 Upon its appointment becoming effective, a successor Registrar Fiscal Agent or Calculation Agent and any new Paying Agent shall, without further act, become vested with all the rights rights, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder.
(10) If 14.9 lf the Registrar Fiscal Agent or the any Paying Agent or Calculation Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same citycountry, obtained the prior written approval of the Issuer thereto) give to the Issuer and (if applicable) the Registrar Fiscal Agent written notice of such determination giving the address of the new Specified Office which shall be in the same country and stating the date on which such change is to take effect, which which, unless a shorter notice period is agreed in writing by the Issuer, shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within Within 15 days of receipt of such notice (unless the appointment of the Registrar Fiscal Agent or the Paying Agent or the Calculation Agent, as the case may be, is to terminate terminated pursuant to the above sub-clauses Clauses on or prior to the date of such change) ), the Issuer shall give or cause to be given not more than 45 days' ’ nor less than 30 days' ’ notice thereof to the Holders in accordance with the Conditions, by requesting the Fiscal Agent to publish, or cause to be published, or delivered to the Holders, such notice pursuant to Clause 7.5.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Linde PLC)
Changes in Agents. (1a) The Registrar may (subject Bank agrees that, until no Note is outstanding or until monies for the payment of all amounts with respect to sub-clause (3) below) at any time resign as Registrar by giving at least 90 days' written notice all outstanding Notes have been made available to the Issuer of such intention on its part, specifying Paying Agents (whichever is the date on which its desired resignation shall become effective.later):
(2i) The Registrar may (subject to sub-clause (3) below) so long as any Notes are listed, quoted and/or traded on any Stock Exchange, there will at all times be removed at any time such paying, issuing, listing and other agents having a specified office in each location required by the Issuer on rules and regulations of the relevant Stock Exchange;
(ii) there will at least 45 days' written notice to the all times be a Paying Agent, a Registrar, signed on behalf a London Issuing Agent and Transfer Agent with a specified office in a city in continental Europe unless, in respect of any Paying Agent, payments are permitted to be made in the United States and the Bank shall have appointed a Paying Agent in the United States; and
(iii) in the event that European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the Issuer and specifying ECOFIN Council meeting of 26-27 November 2000 is brought into force, the Bank will ensure that it maintains a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to such removal and the date when it shall become effective.
(3) Directive. Any resignation under sub-clause (1) variation, termination, appointment or removal under sub-clauses (2) or (4) change shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case at any time the Registrar resigns, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar insolvency, when it shall be of immediate effect) upon expiry after not less than 30 nor more than 45 days prior notice thereof shall have been given to the Noteholders in accordance with Section 18, provided that no such variation, termination, appointment or change shall take effect (except in the case of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunderinsolvency) within 15 days before or after any Interest Payment Date.
(5b) Subject to the applicable provisions of the ConditionsSection 27(a), the Issuer may, after prior consultation with the Registrar, Bank may terminate the appointment of the Paying any Agent at any time and/or appoint one or more further Paying relevant Agents by giving to the Registrar and to the Paying relevant Agent at least 45 days' written days notice in writing to that effect effect.
(other than in the case of insolvency c) Subject to Section 27(a), all or any of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent Agents or Transfer Agents may resign its appointment their respective appointments hereunder at any time by giving the Issuer and the Registrar Bank at least 45 days' days written notice to that effect, except that in the case of any Paying Agent, upon the European Union Directive 2003/48/EC on the taxation of savings adopted by the European Union Council of Economic and Finance Ministers meeting on 26-27 November 2000, or any law implementing or complying with, or introduced in order to conform to, such Directive, becoming effective, such resignation shall not take effect until the Bank has appointed a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax from payment in respect of such Notes pursuant to any such Directive or law.
(7d) Upon The Bank agrees with each Agent that if, by the day falling 10 days before the expiry of any notice under the above clause, the Bank has not appointed a replacement agent, then the relevant Agent shall be entitled, on behalf of the Bank, to appoint in its place any reputable financial institution of good standing and the Bank shall not unreasonably object to such appointment. If the relevant Agent is unable to appoint a replacement agent, the relevant Agent may petition any court of competent jurisdiction for the appointment of a replacement agent.
(e) Prior to its resignation or removal becoming effective, the Registrar relevant Paying Agent, Registrar, London Issuing Agent, Listing Agent or the Paying Agent concerned;Transfer Agent:
(ai) shall shall, in the case of a Paying Agent, forthwith transfer all moneys monies held by it hereunder and, if applicable, and the documents and records referred to in Clauses 6(4Sections 11(a), (519(c) and (8) 20(g) to its the successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrarhereunder; and
(bii) shall be entitled to the payment by the Issuer Bank of its commissions and fees and expenses for the services therefore theretofore rendered hereunder in accordance with the terms of Clause 8Section 22.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9f) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent, London Issuing Agent, Registrar, Listing Agent or Transfer Agent shall, without further act, deed or conveyance, become vested with all the rights authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may beLondon Issuing Agent, is to terminate pursuant to the above sub-clauses on Registrar, Listing Agent or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the ConditionsTransfer Agent, respectively, hereunder.
Appears in 1 contract
Changes in Agents. (1)
24.1 The Registrar Trustee may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the Issuer case of such intention on its parta Paying Agent, specifying the date on which its desired resignation notice shall become effective.
not expire less than 45 days before any Periodic Distribution Date or the Maturity Date; and (2b) The Registrar may notice shall be given to Certificateholders under Condition 18 (subject to sub-clause (3Notices) below) be removed at any time by the Issuer on at least 45 days' written notice to 30 days before the Registrar, signed on behalf removal or appointment of the Issuer and specifying such removal and the date when it shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar and an Agent (other than in cases the Calculation Agent).
24.2 Notwithstanding the provisions of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if24.1, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case if at any time the Registrar resignstime: (a) an Agent becomes incapable of acting, or is removed, adjudged bankrupt or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its propertyproperty is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment thereofof its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, a successor Registrar, which shall administration or liquidation; (b) an Agent fails to become or ceases to be a reputable financial institution Participating FFI; or (c) in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when Calculation Agent, it shall be of immediate effect) upon expiry of fails to determine the notice to be given under Clause 12 Periodic Distribution Amounts or Return Accumulation Periods as provided in the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the ConditionsConditions and this Agreement, the Issuer may, after prior consultation with the Registrar, Trustee may forthwith without notice terminate the appointment of the Paying Agent, in which event (save with respect to the termination of the appointment of the Calculation Agent) notice shall be given to the Certificateholders under Condition 18 (Notices) as soon as is practicable.
24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
24.4 All or any of the Agents may resign their respective appointments under this Agreement at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to Trustee and, where appropriate, the Principal Paying Agent at least 45 90 days' prior written notice to that effect (other than provided that, in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying a Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to so long as any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited toCertificates are outstanding, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be expire less than 45 days thereafterbefore any Periodic Distribution Date. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of Following receipt of such a notice of resignation from an Agent (unless other than the appointment of Calculation Agent), the Registrar or the Paying AgentTrustee shall promptly, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given and in any event not more than 45 days' nor less than 30 days' days before the resignation takes effect, give notice thereof of such resignation to the Holders in accordance with Certificateholders under Condition 18 (Notices). If the Conditions.Principal Paying Agent shall resign or be removed pursuant to Clauses 24.1 or
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (1) 15.1 The Registrar Issuer may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar by giving the relevant Agent at least 90 30 days' ’ written notice to the Issuer of such intention on its part, that effect specifying the date on which its desired such removal shall become effective.
15.2 Any Agent may resign at any time by giving the Issuer at least 45 days’ written notice to that effect specifying the date on which such resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time 15.3 No removal under Clause 15.1 or resignation under Clause 15.2 shall take effect until a successor Agent has been appointed by the Issuer on at least 45 days' written notice to the Registraror, signed in accordance with Clause 15.4, on behalf of the Issuer and specifying such removal and the date when it Agent has accepted such appointment. A successor Agent shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment be appointed by the Issuer as hereinafter providedby an instrument in writing given to the successor Agent. The Issuer will inform the superseded Agent in written form about its successor Agent immediately after the appointment of such successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of such appointment and the expiry of the notice period set forth under Clause 15.1 or Clause 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder.
15.4 In case of a removal of any Agent in accordance with Clause 15.1 or in case of a resignation of any Agent in accordance with Clause 15.2, that Agent shall be entitled on behalf of and in consultation with the Issuer to appoint as a successor Registrar and (other than Agent in cases its place a reputable financial institution having the capability to assume the function of insolvency its predecessor Agent, if the Issuer has not appointed a successor Agent by the day falling 10 days before the expiry of the Registrar) on notice period set forth under Clause 15.1 or 15.2, respectively. The Agent will inform the Issuer in written form about its successor Agent immediately after the appointment of such successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of such appointment and the expiry of the notice to be given under Clause 1215.1 or 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. The relevant Agent will bear all its costs incurred by its resignation.
15.5 Notwithstanding the foregoing, the Issuer agrees with may terminate the Registrar that if, by the day falling ten days before the expiry appointment of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case Agent at any time the Registrar resignswith immediate effect and without notice (fristlos) by an instrument in writing if such Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to properly perform its duties under this Agreement, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits shall admit in writing its inability to pay or meet its debts as they mature severally mature, or suspends payment thereofshall be subject to a banking moratorium declared under any law, or shall make an assignment or an arrangement for the benefit of its creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become or be declared bankrupt or insolvent, or if any an order of any court is shall be entered approving any petition filed by or against it the Agent or any affiliated company of such Agent under the provisions of the relevant bankruptcy legislation or under the provisions of any applicable bankruptcy similar legislation, or insolvency lawthe Agent or any affiliated company of such Agent shall consent to the appointment of a receiver or an administrator of all or any substantial part of its property or such receiver or administrator shall be appointed, or if any public officer shall take charge or control of the Agent or any affiliated company of such Agent or of its property or affairs, or in the case of any event similar to the foregoing affecting such Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer shall appoint a successor RegistrarAgent in written form, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed such appointment becoming effective with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and its acceptance by the latter successor Agent. Until the effectiveness of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying successor Agent at all rights and duties of any time and/or appoint one or more further Paying Agents such Agent hereunder will be assumed by giving the Issuer.
15.6 Any Agent appointed hereunder shall execute and deliver to the Registrar Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, upon its appointment becoming effective, any successor Agent shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent shall upon payment by the Issuer of any amounts due and payable to the Paying predecessor Agent at least 45 days' written notice under Clauses 14.2 and 14.3 of this Agreement become obliged to that effect deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys (other than moneys received by the predecessor Agent from the Issuer in respect of amounts paid under Clauses 14.2 and 14.3 of this Agreement), documents and records held by the case predecessor Agent hereunder. On the termination of insolvency of its appointment the Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) 15.7 Upon its resignation or removal becoming effectivetaking effect, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer hold all moneys deposited with or held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case respect of the termination of appointment Notes to the order of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its fees and expenses remuneration for the services therefore rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 815.3.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such 15.8 Each Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but give not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' ’ written notice to the Issuer of any proposed change in its specified office.
15.9 Any change in any Agent shall be notified by the Issuer to the respective other Agents and to the Payees. The Issuer shall also give or cause notice thereof to be given to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement (KfW)
Changes in Agents. 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) The there will at all times be a Principal Paying Agent and a Registrar;
(b) so long as the Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.5. Notice of any variation, termination, appointment or change in Agents will be given to the Noteholders promptly by the Issuer in accordance with Condition 13.
24.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 24.4) at any time resign as Registrar by giving at least 90 45 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The 24.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 24.4) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 24.4 Any resignation under sub-clause (1) subclause 24.2 or removal of the Principal Paying Agent or the Registrar under sub-clauses (2) subclauses 24.3 or (4) 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12clause 26. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 24.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) 24.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent or where the Agent is an FFI and does not become or ceases to be a Participating FFI, when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 26, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 24.6 Subject to the applicable provisions of the Conditionssubclause 24.1, the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect
24.7 Subject to subclause 24.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Principal Paying Agent at least 45 days' written notice to that effect (other than in effect. The Issuer agrees with the Agents that if, by the day falling 10 days before the expiry of any notice under this subclause 24.7, the Issuer has not appointed a successor Agent, as the case of insolvency may be, then the Agent, as the case may be, shall be entitled, on behalf of the Paying Issuer, to appoint in its place as a successor Agent), as the case may be, a reputable financial institution of good standing which the Issuer shall approve.
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) 24.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no successor Paying Agentand the Registrar, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 18.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 24.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer as provided in this Agreement:
(1a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; and
(b) there will at all times be a Principal Paying Agent, a Transfer Agent and a Registrar. In addition, the Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.
24.2 The Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 24.4) at any time resign as Registrar by giving at least 90 30 days' written notice to the Issuer of such intention on its part, and the Trustee specifying the date (being at least 45 days before any interest or principal payment date) on which its desired resignation shall become effective.
(2) The Registrar 24.3 Any Agent may (subject to sub-clause (3) belowsubject, in the case of the Principal Paying Agent and the Registrar, as provided in subclause 24.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date (being at least 45 days before any interest or principal payment date) when it the removal shall become effective.
(3) 24.4 Any resignation of the Principal Paying Agent or the Registrar under sub-clause (1) subclause 24.2 or removal of the Principal Paying Agent or the Registrar under sub-clauses (2) subclauses 24.3 or (4) 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 12clause 26. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 24.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) 24.5 In case at any time any Agent (a) defaults in the Registrar performance of any of its material duties or obligations under this Agreement and such default, if capable of remedy, is not remedied within ten days from the date that notice of such default is given by the Issuer to the relevant Agent, (b) resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (c) is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an effect analogous to any event specified in paragraph (b) of this subclause 24.5, a successor Registrar, to the relevant Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrarprior written approval of the Trustee. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 26, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (1) 12.1 The Registrar Issuer may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar by giving to the relevant Agent at least 90 30 days' ’ written notice to the Issuer of such intention on its part, that effect specifying the date on which its desired such removal shall become effective.
12.2 Agent may resign at any time by giving the Issuer at least 45 days’ written notice to that effect specifying the date on which such resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time 12.3 No removal under Clause 12.1 or resignation under Clause 12.2 shall take effect until a successor Agent has been appointed by the Issuer on at least 45 days' written notice and such Agent has accepted such appointment. A successor Agent shall be appointed by the Issuer by an instrument in writing given to the Registrarsuccessor Agent. The Issuer will inform the superseded Agent in written form about its successor Agent immediately after the appointment of a successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, signed the acceptance by it of such appointment and the expiry of the notice period set forth under Clause 12.1 or Clause 12.2, respectively, the Agent so superseded shall cease to be an Agent hereunder.
12.4 In case of a resignation of any Agent in accordance with Clause 12.2, that Agent shall be entitled on behalf of and in consultation with the Issuer and specifying such removal and to appoint as a successor Agent in its place a reputable financial institution having the date when it shall become effective.
(3) Any resignation capability to assume the function of its predecessor Agent, if the Issuer has not appointed a successor Agent by the day falling 10 days before the expiry of the notice period set forth under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon Clause 12.2. The Agent will inform the Issuer in written form about its successor Agent immediately after the appointment of such successor Agent and acceptance by the Issuer as hereinafter providedlatter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of a successor Registrar such appointment and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The 12.2, the Agent so superseded shall cease to be an Agent hereunder.
12.5 Notwithstanding the foregoing, the Issuer agrees with may terminate the Registrar that if, by the day falling ten days before the expiry appointment of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case Agent at any time the Registrar resignswith immediate effect and without notice (fristlos) by an instrument in writing if such Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to properly perform its duties under this Agreement, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits shall admit in writing its inability to pay or meet its debts as they mature severally mature, or suspends payment thereofshall be subject to a banking moratorium declared under any law, or shall make an assignment or an arrangement for the benefit of its creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become or be declared bankrupt or insolvent, or if any an order of any court is shall be entered approving any petition filed by or against it the Agent or any affiliated company of such Agent under the provisions of the relevant bankruptcy legislation or under the provisions of any applicable bankruptcy similar legislation, or insolvency lawthe Agent or any affiliated company of such Agent shall consent to the appointment of a receiver or an administrator of all or any substantial part of its property or such receiver or administrator shall be appointed, or if any public officer shall take charge or control of the Agent or any affiliated company of such Agent or of its property or affairs, or in the case of any event similar to the foregoing affecting such Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer shall appoint a successor RegistrarAgent in written form, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed such appointment becoming effective with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and its acceptance by the latter successor Agent. Until the effectiveness of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying successor Agent at all rights and duties of any time and/or appoint one or more further Paying Agents such Agent hereunder will be assumed by giving the Issuer.
12.6 Any Agent appointed hereunder shall execute and deliver to the Registrar Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, upon its appointment becoming effective, any successor Agent shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment the Agent shall pass all records and documents held by it pursuant to this Agreement to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying respective successor Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) 12.7 Upon its resignation or removal becoming effectivetaking effect, the Registrar or the Paying Fiscal Agent concerned;
(a) shall forthwith transfer hold all moneys deposited with or held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case respect of the termination of appointment Notes to the order of the Paying Agent no successor Paying Fiscal Agent, to the Registrar; and
(b) but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its fees and expenses remuneration for the services therefore rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 812.3.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such 12.8 Each Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but give not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' ’ written notice thereof to the Issuer of any proposed change in its specified office.
12.9 Any change in any Agent shall be notified by the Issuer to the other Agents and to DTC for communication by DTC and its participants to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Fiscal Agency Agreement (KfW)
Changes in Agents. 23.1 Each of the Issuers and the Guarantor agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Relevant Issuer or the Guarantor (1in the case of Guaranteed Notes) The as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Principal Paying Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 15.
23.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 23.4) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its part, Issuers and the Guarantor specifying the date on which its desired resignation shall become effective.
(2) The 23.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 23.4) be removed at any time by the Issuer Issuers and the Guarantor (in respect of itself only) on at least 45 days' written notice to in writing from the Registrar, signed on behalf Issuers and the Guarantor (in the case of the Issuer and Guaranteed Notes) specifying such removal and the date when it the removal shall become effective.
(3) 23.4 Any resignation under sub-clause (1) subclause 23.2 or removal of the Principal Paying Agent or the Registrar by any Issuer and the Guarantor (in the case of Guaranteed Notes) under sub-clauses (2) subclauses 23.3 or (4) 23.5 shall only take effect upon the appointment by the Relevant Issuer as hereinafter provided, and the Guarantor (in the case of Guaranteed Notes) of a successor Registrar Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 12clause 25. The Issuer Each of the Relevant Issuers and the Guarantor (in the case of Guaranteed Notes) agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause subclause 23.2, the Relevant Issuer and the Guarantor (1), it in the case of Guaranteed Notes) has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuerRelevant Issuer and the Guarantor (in the case of Guaranteed Notes), to appoint as a successor Registrar Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) shall approve (such approval not to be unreasonably withheld or delayed).
(4) 23.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Relevant Issuer by an instrument and the Guarantor (in writing filed with the successor Registrarcase of Guaranteed Notes). Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 25, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 23.6 Subject to the applicable provisions of the Conditionssubclause 23.1, the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 23.7 Subject to the applicable provisions subclause 23.1, all or any of the Conditions, Agents (other than the Principal Paying Agent Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer Relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 23.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, the Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Relevant Issuer (failing which the Guarantor (in the case of its Guaranteed Notes)) of the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 18.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 23.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (1) The Registrar Any Agent may (subject to as provided in sub-clause (3) below) at any time resign in its capacity as Registrar such by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar Any Agent may (subject to as provided in sub-clause (3) below) be removed at any time by the Issuer on at least 45 days' written notice to by the Registrar, filing with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Agent and (other than in cases of insolvency of the Registrarany Agent) on the expiry of the notice to be given under Clause 1214. The Issuer agrees with the Registrar each Agent that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor RegistrarAgent, then the Registrar resigning Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor RegistrarAgent, which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarAgent. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar an Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 14 the Registrar Agent so superseded shall cease to be the Registrar an Agent hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the RegistrarDeutsche Bank, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents or Calculation Agents by giving to the Registrar and to the Paying Agent Deutsche Bank at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice writing to that effect.
(76) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(46(5), (56) and 7
(8) 1) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrarhereunder; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 810.
(8) 7) In the event of the resignation of the Paying any Agent or the Registrar, or in the case of the Registrar, its removal of any Agent by the Issuer due to required as a result of the occurrence of any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 8) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent in such capacity hereunder.
(109) If the Registrar or the Paying lf any Agent determines to change its Specified Office specified office it shall (after having, in any such case other than a change of Specified Office specified office within the same city, obtained the prior written approval of the Issuer thereto) give to the Issuer and (if applicable) the Registrar other Agents written notice of such determination giving the address of the new Specified Office specified office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar Relevant Principal Paying Agent (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, relevant Agent is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement (Landeskreditbank Baden Wurttemberg Forderbank)
Changes in Agents. (1)
24.1 The Registrar Trustee may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the Issuer case of such intention on its parta Paying Agent, specifying the date on which its desired resignation notice shall become effective.
not expire less than 45 days before any Periodic Distribution Date or the Maturity Date; and (2b) The Registrar may notice shall be given to Certificateholders under Condition 18 (subject to sub-clause (3Notices) below) be removed at any time by the Issuer on at least 45 days' written notice to 30 days before the Registrar, signed on behalf removal or appointment of the Issuer and specifying such removal and the date when it shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar and an Agent (other than in cases the Calculation Agent).
24.2 Notwithstanding the provisions of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if24.1, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case if at any time the Registrar resignstime: (a) an Agent becomes incapable of acting, or is removed, adjudged bankrupt or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its propertyproperty is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment thereofof its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, a successor Registrar, which shall administration or liquidation; (b) an Agent fails to become or ceases to be a reputable financial institution Participating FFI; or (c) in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when Calculation Agent, it shall be of immediate effect) upon expiry of fails to determine the notice to be given under Clause 12 Periodic Distribution Amounts or Return Accumulation Periods as provided in the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the ConditionsConditions and this Agreement, the Issuer may, after prior consultation with the Registrar, Trustee may forthwith without notice terminate the appointment of the Paying Agent, in which event (save with respect to the termination of the appointment of the Calculation Agent) notice shall be given to the Certificateholders under Condition 18 (Notices) as soon as is practicable.
24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
24.4 All or any of the Agents may resign their respective appointments under this Agreement at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to Trustee and, where appropriate, the Principal Paying Agent at least 45 90 days' prior written notice to that effect (other than provided that, in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor a Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to so long as any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited toCertificates are outstanding, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be expire less than 45 days thereafterbefore any Periodic Distribution Date. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of Following receipt of such a notice of resignation from an Agent (unless other than the appointment of Calculation Agent), the Registrar or the Paying AgentTrustee shall promptly, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given and in any event not more than 45 days' nor less than 30 days' days before the resignation takes effect, give notice thereof of such resignation to the Holders in accordance with Certificateholders under Condition 18 (Notices). If the Conditions.Principal Paying Agent shall resign or be removed pursuant to Clauses 24.1 or
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) The there will at all times be a Principal Paying Agent, a Paying Agent with its specified office in a jurisdiction within Europe other than the Tax Jurisdiction and (in the case of Registered Notes) a Registrar;
(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes) and a Transfer Agent, which may be the Registrar (in the case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13.
23.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 23.4) at any time resign as Registrar by giving at least 90 45 days' written notice to the Issuer of such intention on its partIssuer, specifying the date on which its desired resignation shall become effective.
(2) The 23.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 23.4) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 23.4 Any resignation under sub-clause (1) subclause 23.2 or removal of the Principal Paying Agent or the Registrar under sub-clauses (2) subclauses 23.3 or (4) 23.5 shall only take effect upon the appointment by the Issuer as hereinafter providedIssuer, of a successor Registrar Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or Registrar, as the case may be) on the expiry of the notice to be given under Clause 12subclause 23.2. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 23.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) 23.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 subclause 23.2, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 23.6 Subject to the applicable provisions of the Conditionssubclause 23.1, the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 23.7 Subject to the applicable provisions subclause 23.1, all or any of the Conditions, Agents (other than the Principal Paying Agent Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 23.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, the Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 18.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 23.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (1) 15.1 The Registrar Issuer may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar by giving to the relevant Agent at least 90 30 days' ’ written notice to the Issuer of such intention on its part, that effect specifying the date on which its desired such removal shall become effective.
15.2 Any Agent may resign at any time by giving the Issuer at least 45 days’ written notice to that effect specifying the date on which such resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time 15.3 No removal under Clause 15.1 or resignation under Clause 15.2 shall take effect until a successor Agent has been appointed by the Issuer on at least 45 days' written notice and such Agent has accepted such appointment. A successor Agent shall be appointed by the Issuer by an instrument in writing given to the Registrarsuccessor Agent. The Issuer will inform the superseded Agent in written form about its successor Agent immediately after the appointment of a successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, signed the acceptance by it of such appointment and the expiry of the notice period set forth under Clause 15.1 or Clause 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder.
15.4 In case of a resignation of any Agent in accordance with Clause 15.2, that Agent shall be entitled on behalf of and in consultation with the Issuer and specifying such removal and to appoint as a successor Agent in its place a reputable financial institution having the date when it shall become effective.
(3) Any resignation capability to assume the function of its predecessor Agent, if the Issuer has not appointed a successor Agent by the day falling 10 days before the expiry of the notice period set forth under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon Clause 15.2. The Agent will inform the Issuer in written form about its successor Agent immediately after the appointment of such successor Agent and acceptance by the Issuer as hereinafter providedlatter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of a successor Registrar such appointment and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The 15.2, the Agent so superseded shall cease to be an Agent hereunder.
15.5 Notwithstanding the foregoing, the Issuer agrees with may terminate the Registrar that if, by the day falling ten days before the expiry appointment of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case Agent at any time the Registrar resignswith immediate effect and without notice (fristlos) by an instrument in writing if such Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to properly perform its duties under this Agreement, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits shall admit in writing its inability to pay or meet its debts as they mature severally mature, or suspends payment thereofshall be subject to a banking moratorium declared under any law, or shall make an assignment or an arrangement for the benefit of its creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become or be declared bankrupt or insolvent, or if any an order of any court is shall be entered approving any petition filed by or against it the Agent or any affiliated company of such Agent under the provisions of the relevant bankruptcy legislation or under the provisions of any applicable bankruptcy similar legislation, or insolvency lawthe Agent or any affiliated company of such Agent shall consent to the appointment of a receiver or an administrator of all or any substantial part of its property or such receiver or administrator shall be appointed, or if any public officer shall take charge or control of the Agent or any affiliated company of such Agent or of its property or affairs, or in the case of any event similar to the foregoing affecting such Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer shall appoint a successor RegistrarAgent in written form, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed such appointment becoming effective with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and its acceptance by the latter successor Agent. Until the effectiveness of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying successor Agent at all rights and duties of any time and/or appoint one or more further Paying Agents such Agent hereunder will be assumed by giving the Issuer.
15.6 Any Agent appointed hereunder shall execute and deliver to the Registrar Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, upon its appointment becoming effective, any successor Agent shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment the Agent shall pass all records and documents held by it pursuant to this Agreement to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying respective successor Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) 15.7 Upon its resignation or removal becoming effectivetaking effect, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer hold all moneys deposited with or held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case respect of the termination of appointment Notes to the order of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its fees and expenses remuneration for the services therefore rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 815.3.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such 15.8 Each Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but give not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' ’ written notice to the Issuer of any proposed change in its specified office.
15.9 Any change in any Agent shall be notified by the Issuer to the other Agents and to the Payees. The Issuer shall also give or cause notice thereof to be given to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement (KfW)
Changes in Agents. (1) 14.1 The Registrar Fiscal Agent may (subject to sub-clause (3) as provided in Clause 14.3 below) at any time resign as Registrar Fiscal Agent by giving at least 90 45 days' ’ written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) 14.2 The Registrar Fiscal Agent may (subject to sub-clause (3) as provided in Clause 14.3 below) be removed at any time by the Issuer on at least 45 days' written ’ notice to by the Registrar, filing with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3) 14.3 Any resignation under sub-clause (1) Clause 14.1 or removal under sub-clauses (2) Clauses 14.2 or (4) 14.4 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Fiscal Agent and (other than in cases of insolvency of the RegistrarFiscal Agent) on the expiry of the notice to be given under Clause 1214. The Issuer agrees with the Registrar Fiscal Agent that if, by the day falling ten days before the expiry of any notice under sub-clause (1)Clause 14.1, it the Issuer has not appointed a successor RegistrarFiscal Agent, then the Registrar Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar Fiscal Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) 14.4 In case at any time the Registrar Fiscal Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, law a successor RegistrarFiscal Agent, which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarFiscal Agent. Upon the appointment as aforesaid of a successor Registrar Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 14, the Registrar Fiscal Agent so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Fiscal Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Linde PLC)
Changes in Agents. 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) The so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.6. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.
23.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause as provided in subclause 23.4) (3) belowwithout giving any reason) at any time resign as Registrar by giving at least 90 60 days' written notice to the Issuer of such intention on its part, and the Trustee specifying the date on which its desired resignation shall become effective.
(2) 23.3 The Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 23.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 60 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 23.4 Any resignation under sub-clause (1) subclause 23.2 or removal of the Principal Paying Agent or the Registrar under sub-clauses (2) subclauses 23.3 or (4) 23.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 12clause 25. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 23.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) 23.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrarprior written approval of the Trustee. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 25, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 23.6 Subject to the applicable provisions of the Conditionssubclause 23.1, the Issuer may, after prior consultation with the Registrarprior written approval of the Trustee, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 23.7 Subject to the applicable provisions subclause 23.1, all or any of the Conditions, Agents (other than the Principal Paying Agent and the Registrar) (without giving any reason) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer Issuer, the Trustee and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 23.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no successor Paying Agentand the Registrar, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 18.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 23.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 20.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13 (Notices).
20.2 The Registrar Principal Paying Agent may (subject to sub-clause (3) belowas provided in subclause 20.4) at any time resign as Registrar by giving at least 90 days' prior written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.effective.
(2) 20.3 The Registrar Principal Paying Agent may (subject to sub-clause (3) belowas provided in subclause 20.4) be removed at any time by the Issuer on at least 45 days' written prior notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.effective.
(3) 20.4 Any resignation under sub-clause (1) subclause 20.2 or removal of the Principal Paying Agent under sub-clauses (2) subclauses 20.3 or (4) 20.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent and (other than in cases of insolvency of the RegistrarPrincipal Paying Agent, when it shall be of immediate effect) on the expiry of the notice to be given under Clause 12clause 22. The Issuer agrees with the Registrar Principal Paying Agent that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 20.2, it the Issuer has not appointed a successor Registrar, Principal Paying Agent then the Registrar Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Principal Paying Agent a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).in writing.
(4) 20.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 22, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 20.6 Subject to the applicable provisions of the Conditionssubclause 20.1, the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written prior notice in writing to that effect (other than in the case of insolvency when it shall be of the Paying Agentimmediate effect).
(6) 20.7 Subject to the applicable provisions subclause 20.1, all or any of the Conditions, Agents (other than the Principal Paying Agent Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer and the Registrar Principal Paying Agent at least 45 days' prior written notice to that effect.
(7) 20.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, as promptly as practicable transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 15.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 20.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar an Agent under this Agreement.
20.10 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or (as deduct any FATCA Withholding in connection with any payments due on the case may be) a Notes and such FATCA Withholding would not have arisen but for the Agent or relevant Paying Agent hereunder.
(10) If not being or having ceased to be a person to whom any payments due on the Registrar Notes are free from FATCA Withholding, the Issuer will be entitled to terminate the Agent or the relevant Paying Agent determines to change its Specified Office it shall (after having, in without notice and such termination will be effective from any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of time specified in writing to such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar Agent or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 Each of the Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantor, as the case may be, as provided in this Agreement:
24.1.1 so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the relevant Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
24.1.2 there will at all times be a Principal Paying Agent and a relevant Registrar; and
24.1.3 so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent with a specified office in New York City. In addition, the Issuer and the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(e). Any variation, termination, appointment or change shall only take effect (1other than in the case of insolvency (as provided in Clause 24.5), when it shall be of immediate effect) The after not less than 30 nor more than 45 days’ prior notice shall have been given to the Noteholders in accordance with Condition 14.
24.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) below) as provided in Clause 24.4 at any time resign as Registrar by giving at least 90 60 days' ’ written notice to the Issuer of such intention on its part, and the Guarantor specifying the date on which its desired resignation shall become effective.
(2) The 24.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) below) as provided in Clause 24.4 be removed at any time by the Issuer and the Guarantor on at least 45 30 days' written ’ notice to the Registrar, signed on behalf of in writing from the Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective.
(3) 24.4 Any resignation under sub-clause (1) Clause 24.2 or removal of the Principal Paying Agent or the Registrar under sub-clauses (2) Clauses 24.3 or (4) 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, and the Guarantor of a successor Registrar Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 1226 (Notification of changes to Agents). The Each of the Issuer and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1)Clause 24.2, it has the Issuer and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf and at the expense of the IssuerIssuer and the Guarantor, to appoint as a successor Registrar Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed).
(4) 24.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with and the successor RegistrarGuarantor. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in the case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 26 (Notification of changes to Agents), the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 24.6 Subject to the applicable provisions of the ConditionsClause 24.2, the Issuer and the Guarantor may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written ’ notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 24.7 Subject to the applicable provisions Clause 24.1, all or any of the Conditions, Agents (other than the Principal Paying Agent and the Registrar) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer Issuer, the Guarantor and the Registrar Principal Paying Agent at least 45 days' ’ written notice to that effect.
(7) 24.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is 24.8.1 in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, the Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall 24.8.2 be entitled to the payment by the Issuer (failing which the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8.
19 (8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services Commissions and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this contextExpenses).
(9) 24.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Not Specified in the Provided Text
Changes in Agents. 20.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13 (Notices).
20.2 The Registrar Principal Paying Agent may (subject to sub-clause (3) belowas provided in subclause 20.4) at any time resign as Registrar by giving at least 90 days' prior written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) 20.3 The Registrar Principal Paying Agent may (subject to sub-clause (3) belowas provided in subclause 20.4) be removed at any time by the Issuer on at least 45 days' written prior notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 20.4 Any resignation under sub-clause (1) subclause 20.2 or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given Principal Paying Agent under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).subclauses
(4) 20.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of it s property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 22, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 20.6 Subject to the applicable provisions of the Conditionssubclause 20.1, the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written prior notice in writing to that effect (other than in the case of insolvency when it shall be of the Paying Agentimmediate effect).
(6) 20.7 Subject to the applicable provisions subclause 20.1, all or any of the Conditions, Agents (other than the Principal Paying Agent Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer and the Registrar Principal Paying Agent at least 45 days' prior written notice to that effect.
(7) 20.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, as promptly as practicable transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 15.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 20.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar an Agent under this Agreement.
20.10 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or (as deduct any FATCA Withholding in connection with any payments due on the case may be) a Notes and such FATCA Withholding would not have arisen but for the Agent or relevant Paying Agent hereunder.
(10) If not being or having ceased to be a person to whom any payments due on the Registrar Notes are free from FATCA Withholding, the Issuer will be entitled to terminate the Agent or the relevant Paying Agent determines to change its Specified Office it shall (after having, in without notice and such termination will be effective from any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of time specified in writing to such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar Agent or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer (1whichever is earlier), as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 11 (Agents). Any variation, termination, appointment or change of an Agent shall only take effect (other than in the case of insolvency (as provided in subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13 (Notices).
23.2 The Principal Paying Agent, the Registrar and the Transfer Agent may (subject to sub-clause (3) belowas provided in subclause 23.4) at any time resign as Registrar without assigning any reason by giving at least 90 60 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) 23.3 The Principal Paying Agent, the Registrar and the Transfer Agent may (subject to sub-clause (3) belowas provided in subclause 23.4) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 23.4 Any resignation under sub-clause (1) subclause 23.2 or removal of the Principal Paying Agent or the Registrar or the Transfer Agent under sub-clauses (2) subclauses 23.3 or (4) 23.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Principal Paying Agent or Registrar or Transfer Agent, as the case may be, and (other than in cases of insolvency of the RegistrarPrincipal Paying Agent or the Registrar or the Transfer Agent, as the case may be) on the expiry of the notice to be given under Clause 1225. The Issuer agrees with the Principal Paying Agent, the Registrar and the Transfer Agent that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 23.2, it the Issuer has not appointed a successor RegistrarPrincipal Paying Agent or Registrar or Transfer Agent, as the case may be, then the Principal Paying Agent or Registrar or the Transfer Agent, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent or Registrar in its place or Transfer Agent, as the case may be, a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) 23.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 25, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 23.6 Subject to the applicable provisions of the Conditionssubclause 23.1, the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 23.7 Subject to the applicable provisions subclause 23.1, all or any of the Conditions, Agents (other than the Principal Paying Agent and the Registrar and the Transfer Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 23.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no successor Paying Agentand the Registrar, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 818.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 23.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) The Registrar so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition "Payments of principal and interest". Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than thirty (30) nor more than sixty (60) days' prior notice shall have been given to the Noteholders in accordance with Condition "Notices".
25.2 Each Agent may (subject to sub-clause (3) belowas provided in Clause 25.4) at any time resign as Registrar (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 90 sixty (60) days' written notice to the Issuer of such intention on its part, and the Trustee specifying the date on which its desired resignation shall become effectiveeffective and shall not be responsible for any liabilities occasioned thereby.
(2) The Registrar 25.3 Each Agent may (subject to sub-clause (3) belowas provided in Clause 25.4) be removed at any time by the Issuer on at least 45 days' (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Registrar, signed Trustee on behalf of at least sixty (60) days' notice in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 25.4 Any resignation under sub-clause (1) Clause 25.2 or removal of an Agent under sub-clauses (2) Clause 25.3 or (4) 25.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Registraran Agent) on the expiry of the notice to be given under Clause 1227. The Issuer agrees with each of the Registrar Agents that if, by the day falling ten thirty-five (35) days before after the expiry receipt of any notice under sub-clause (1)Clause 25.2, it the Issuer has not appointed a successor RegistrarAgent, approved in writing by the Trustee then such Agent may, at the Registrar shall be entitled, on behalf cost of the Issuer, upon ten (10) days' notice to the Issuer, appoint as a successor Registrar in its place a any reputable and experienced bank of financial institution of good standing which acting through its offices in the appropriate jurisdiction, and the Issuer shall approve (give notice of such approval not appointment to be unreasonably withheld or delayed)the Noteholders in accordance with Condition "Notices" as soon as reasonably practicable.
(4) 25.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing with experience of performing such a role may be appointed by the Issuer by an instrument in writing filed with the successor Registrarprior written approval of the Trustee (such approval not to be unreasonably withheld or delayed). Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in the case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 ▇▇▇▇▇▇ 27, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) 25.6 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, the Registrar and the Exchange Agent, as soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 20 (Commissions and Expenses) or Clause 21 (Indemnities) transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent;
(b) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clauses 23 (Conditions of Appointment), 25 (Changes in Agents) and 30.1 (Taxes and Stamp Duties); and
(bc) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 820.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 25.7 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 20.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13 (Notices).
20.2 The Registrar Principal Paying Agent may (subject to sub-clause (3) belowas provided in subclause 20.4) at any time resign as Registrar by giving at least 90 days' prior written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.effective.
(2) 20.3 The Registrar Principal Paying Agent may (subject to sub-clause (3) belowas provided in subclause 20.4) be removed at any time by the Issuer on at least 45 days' written prior notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.effective.
(3) 20.4 Any resignation under sub-clause (1) subclause 20.2 or removal of the Principal Paying Agent under sub-clauses (2) subclauses 20.3 or (4) 20.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent and (other than in cases of insolvency of the RegistrarPrincipal Paying Agent, when it shall be of immediate effect) on the expiry of the notice to be given under Clause 12clause 22. The Issuer agrees with the Registrar Principal Paying Agent that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 20.2, it the Issuer has not appointed a successor Registrar, Principal Paying Agent then the Registrar Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Principal Paying Agent a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)in writing.
(4) 20.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 22, the Registrar Agent so superseded shall cease to be the Registrar hereunder.an Agent under this Agreement.
(5) 20.6 Subject to the applicable provisions of the Conditionssubclause 20.1, the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written prior notice in writing to that effect (other than in the case of insolvency when it shall be of the Paying Agentimmediate effect).
(6) 20.7 Subject to the applicable provisions subclause 20.1, all or any of the Conditions, Agents (other than the Principal Paying Agent Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer and the Registrar Principal Paying Agent at least 45 days' prior written notice to that effect.
(7) 20.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, as promptly as practicable transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 15.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 20.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar an Agent under this Agreement.
20.10 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or (as deduct any FATCA Withholding in connection with any payments due on the case may be) a Notes and such FATCA Withholding would not have arisen but for the Agent or relevant Paying Agent hereunder.
(10) If not being or having ceased to be a person to whom any payments due on the Registrar Notes are free from FATCA Withholding, the Issuer will be entitled to terminate the Agent or the relevant Paying Agent determines to change its Specified Office it shall (after having, in without notice and such termination will be effective from any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of time specified in writing to such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar Agent or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 27.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer as provided herein:
(1a) The so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent and, if the Notes are in registered form, a Registrar and Transfer Agent with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively;
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City;
(d) there will at all times be a Transfer Agent having a specified office in New York City; and
(e) there will at all times be a Principal Paying Agent. In addition, the Issuer shall with the prior written approval of the Trustee forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 27.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with the Conditions.
27.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 27.4) at any time resign as Registrar such by giving at least 90 60 days' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The 27.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 27.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 60 days' written notice to by the Registrar, filing with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3) 27.4 Any resignation under sub-clause (1) subclause 27.2 or removal under sub-clauses (2) or (4) subclause 27.3 shall only take effect upon the appointment by the Issuer as hereinafter provided, provided of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and (other than in cases the case of insolvency of the Principal Paying Agent or Registrar) on the expiry of the notice to be given under Clause 12clause 29. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1)subclause 27.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayedwithheld).
(4) 27.5 In case at any time the Principal Paying Agent or Registrar resigns, or is removed, or becomes incapable or acting of action or is adjudged a bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution in of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or Registrar. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effectPrincipal Paying Agent or Registrar) upon expiry of the notice to be given under Clause 12 clause 29 the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying Agent or Registrar hereunder.
(5) 27.6 Subject to the applicable provisions of the Conditionssubclause 27.1, the Issuer may, after prior consultation with the Registrarprior written approval of the Trustee, terminate the appointment of any of the Paying Agent Agents at any time and/or appoint one or more further Paying Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agent).
(6) 27.7 Subject to the applicable provisions subclause 27.1, all or any of the Conditions, the Paying Agent Agents may resign its appointment their respective appointments hereunder at any time by giving the Issuer Issuer, the Trustee and the Registrar Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
(7) 27.8 Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;relevant Agent:
(a) shall shall, in the case of the Principal Paying Agent or the Registrar, forthwith transfer all moneys held by it hereunder and, if applicablehereunder, the documents and records referred to in Clauses 6(4), (5) subclauses 14.2 and (8) 15.7 and all Notes and Coupons held by it to its the successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no successor Paying Agent, to the Registrar; andor Registrar hereunder;
(b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services therefore thereto rendered hereunder in accordance with the terms of Clause 8clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunder.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 27.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without further act, deed or conveyance, become vested with all the rights authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like effect as if originally named as Registrar or (an Agent hereunder, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as the case may bereferred to in subclause 27.8(a) a Paying Agent of this clause, held by its predecessor hereunder.
(10) If 27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in this Agreement, if the Registrar Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent determines not being or having ceased to change its Specified Office it shall be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (after having, in as applicable) without notice and such termination will be effective from any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of time specified in writing to such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Paying Agent or Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditionsapplicable).
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer as provided in this Agreement:
(1a) The so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.6. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.
24.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 24.4) at any time resign as Registrar (without giving any reason therefor and without liability for any costs incurred by such resignation) by giving at least 90 45 days' written notice to the Issuer of such intention on its part, and the Trustee specifying the date on which its desired resignation shall become effective.effective.
(2) The 24.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 24.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.. For the avoidance of doubt, the Issuer shall be responsible for all costs in connection with any replacement agent following such termination.
(3) 24.4 Any resignation under sub-clause (1) subclause 24.2 or removal of the Principal Paying Agent or the Registrar under sub-clauses (2) subclauses 24.3 or (4) 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 12clause 26. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 24.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of and at the expense of the Issuer, to appoint in its place as a successor Registrar in its place Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayed).approve.
(4) 24.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrarprior written approval of the Trustee. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 26, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 24.6 Subject to the applicable provisions of the Conditionssubclause 24.1, the Issuer may, after prior consultation with the Registrarprior written approval of the Trustee, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 90 days' written notice in writing to that effect (other than in the case of insolvency insolvency). For the avoidance of doubt, the Issuer shall be responsible for all costs in connection with any replacement agent following such termination.
24.7 Subject to subclause 24.1, all or any of the Paying Agent).
Agents (6) Subject to other than the applicable provisions of the Conditions, the Principal Paying Agent and the Registrar) may resign its appointment hereunder (without giving any reason therefor and without liability for any costs incurred by such resignation) their respective appointments under this Agreement at any time by giving the Issuer Issuer, the Trustee and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 24.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no successor Paying Agentand the Registrar, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8.clause 18.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 24.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided herein:
(1a) The Registrar so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be a Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority or authorities;
(b) there will at all times be a Principal Paying Agent and at least one Registrar; and
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.
23.2 Each of the Principal Paying Agent and the Registrars may (subject to sub-clause (3) as provided in subclause 23.4 below) at any time resign as Registrar such by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar 23.3 Each of the Principal Paying Agent and the Registrars may (subject to sub-clause (3) as provided in subclause 23.4 below) be removed at any time by the Issuer on at least 45 days' written notice to by the Registrar, filing with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3) 23.4 Any resignation under sub-clause (1) subclause 23.2 or removal of the Principal Paying Agent or a Registrar under sub-clauses (2) subclauses 23.3 or (4) 23.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent or a Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or a Registrar, as the case may be) on the expiry of the notice to be given under Clause 12clause 25. The Issuer agrees with the Registrar Principal Paying Agent and the Registrars that if, by the day falling ten days before the expiry of any notice under sub-clause (1)subclause 23.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or the relevant Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) 23.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrarsuccessor. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 25 the Registrar Agent so superseded shall cease to be the Registrar an Agent hereunder.
(5) 23.6 Subject to the applicable provisions of the Conditionssubclause 23.1, the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 23.7 Subject to the applicable provisions subclause 23.1, all or any of the Conditions, the Paying Agent Agents may resign its appointment their respective appointments hereunder at any time by giving the Issuer and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 23.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, the Registrars and the Exchange Agent, forthwith transfer all moneys and records held by it hereunder to the Registrarsuccessor Agent hereunder; and
(b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services therefore theretofore rendered hereunder in accordance with the terms of Clause 8clause 18.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 23.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without further act, deed or conveyance, become vested with all the rights authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents.
23.1 Each of the Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantor, as the case may be, as provided in this Agreement:
(1a) The there will at all times be a Principal Paying Agent, a Registrar and, if and for so long as any calculation or determination is required to be made under the Conditions in respect of any Note by a Calculation Agent, a Calculation Agent; and
(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer or the Guarantor is incorporated. In addition, the Issuer and the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7.6 (General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice shall have been given to the Noteholders in accordance with Condition 15 (Notices).
23.2 Each of the Principal Paying Agent and the Registrar may (without needing to give any reason and without any liability therefor and subject to sub-clause (3) belowas provided in subclause 23.4) at any time resign as Registrar by giving at least 90 45 days' ’ written notice to the Issuer of such intention on its partIssuer, the Guarantor and the Trustee specifying the date on which its desired resignation shall become effective.effective.
(2) The 23.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 23.4) be removed at any time by the Issuer and the Guarantor on at least 45 days' written ’ notice to the Registrar, signed on behalf of in writing from the Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective.effective.
(3) 23.4 Any resignation under sub-clause (1) subclause 23.2 or removal of the Principal Paying Agent or the Registrar under sub-clauses (2) subclauses 23.3 or (4) 23.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, and the Guarantor of a successor Registrar Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 12clause 25. The Each of the Issuer and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 23.2, it has the Issuer and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuerIssuer and the Guarantor, to appoint in its place as a successor Registrar in its place Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer Issuer, the Guarantor and the Trustee shall approve (such in writing, which approval shall not to be unreasonably withheld or delayed).delayed.
(4) 23.5 In case at any time the Registrar any Agent (a) resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation or (b) fails duly or for an extended period of time to perform its functions and duties under the Conditions and this Agreement, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed and the Guarantor with the successor Registrarprior written approval of the Trustee. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 25, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 23.6 Subject to the applicable provisions of the Conditionssubclause 23.1, the Issuer and the Guarantor may, after prior consultation with the Registrarprior written approval of the Trustee, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written ’ notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 23.7 Subject to the applicable provisions subclause 23.1, all or any of the Conditions, Agents (other than the Principal Paying Agent and the Registrar) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer Issuer, the Guarantor, the Trustee and the Registrar Principal Paying Agent at least 45 days' ’ written notice to that effect.
(7) 23.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no successor Paying Agent, and the Registrar immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer (failing which, the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 18.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 23.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) The so long as any Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority, there will at all times be, in the case of Bearer Notes, a Paying Agent (which may be the Fiscal Agent) and, in the case of Registered Notes, a Transfer Agent (which may be the Registrar), with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority;
(b) there will at all times be a Fiscal Agent and a Registrar;
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City; and
(d) there will at all times be a Paying Agent in a jurisdiction, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall as soon as practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7.5. Any variation, termination, appointment or change shall only take effect (other than in the cases as provided in subclause 24.4 or a Paying Agent ceasing to be a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 15.
24.2 Each of the Fiscal Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 24.5) at any time resign as Registrar by giving at least 90 45 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The 24.3 Each of the Fiscal Agent and the Registrar may (subject to sub-clause (3) belowas provided in subclause 24.5) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon 24.4 Notwithstanding the appointment by the Issuer as hereinafter providedprovisions of Clause 24.5, of a successor Registrar and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case if at any time the Registrar resigns, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
: (a) shall forthwith transfer all moneys held by it hereunder andfails to comply with its obligations hereunder, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer becomes incapable of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
acting, (8) In the event of the resignation of the Paying Agent c) is adjudged bankrupt or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.insolvent,
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (1) 15.1 The Registrar Issuer may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar by giving to the relevant Agent at least 90 30 days' ’ written notice to the Issuer of such intention on its part, that effect specifying the date on which its desired such removal shall become effective.
15.2 Any Agent may resign at any time by giving the Issuer at least 45 days’ written notice to that effect specifying the date on which such resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time 15.3 No removal under Clause 15.1 or resignation under Clause 15.2 shall take effect until a successor Agent has been appointed by the Issuer on at least 45 days' written notice to the Registraror, signed in accordance with Clause 15.4, on behalf of the Issuer and specifying such removal and the date when it Agent has accepted such appointment. A successor Agent shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment be appointed by the Issuer as hereinafter provided, by an instrument in writing given to the successor Agent. The Issuer will inform the superseded Agent in written form about its successor Agent immediately after the appointment of a successor Registrar Agent and (other than in cases acceptance by the latter of insolvency such appointment. Upon the appointment of such successor Agent, the acceptance by it of such appointment and the expiry of the Registrar) notice period set forth under Clause 15.1 or Clause 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder.
15.4 In case of a removal of any Agent in accordance with Clause 15.1 or in case of a resignation of any Agent in accordance with Clause 15.2, that Agent shall be entitled on behalf of and in consultation with the Issuer to appoint as a successor Agent in its place a reputable financial institution having the capability to assume the function of its predecessor Agent, if the Issuer has not appointed a successor Agent by the day falling 10 days before the expiry of the notice period set forth under Clause 15.1 or 15.2, respectively. The Agent will inform the Issuer in written form about its successor Agent immediately after the appointment of such successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of such appointment and the expiry of the notice to be given under Clause 1215.1 or 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. The relevant Agent will bear all costs incurred by its resignation.
15.5 Notwithstanding the foregoing, the Issuer agrees with may terminate the Registrar that if, by the day falling ten days before the expiry appointment of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case Agent at any time the Registrar resignswith immediate effect and without notice (fristlos) by an instrument in writing if such Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to properly perform its duties under this Agreement, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits shall admit in writing its inability to pay or meet its debts as they mature severally mature, or suspends payment thereofshall be subject to a banking moratorium declared under any law, or shall make an assignment or an arrangement for the benefit of its creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become or be declared bankrupt or insolvent, or if any an order of any court is shall be entered approving any petition filed by or against it the Agent or any affiliated company of such Agent under the provisions of the relevant bankruptcy legislation or under the provisions of any applicable bankruptcy similar legislation, or insolvency lawthe Agent or any affiliated company of such Agent shall consent to the appointment of a receiver or an administrator of all or any substantial part of its property or such receiver or administrator shall be appointed, or if any public officer shall take charge or control of the Agent or any affiliated company of such Agent or of its property or affairs, or in the case of any event similar to the foregoing affecting such Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer shall appoint a successor RegistrarAgent in written form, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed such appointment becoming effective with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and its acceptance by the latter successor Agent. Until the effectiveness of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying successor Agent at all rights and duties of any time and/or appoint one or more further Paying Agents such Agent hereunder will be assumed by giving the Issuer.
15.6 Any Agent appointed hereunder shall execute and deliver to the Registrar Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, upon its appointment becoming effective, any successor Agent shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent shall upon payment by the Issuer of any amounts due and payable to the Paying predecessor Agent at least 45 days' written notice under Clauses 14.2 and 14.3 of this Agreement become obliged to that effect deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys (other than moneys received by the predecessor Agent from the Issuer in respect of amounts paid under Clauses 14.2 and 14.3 of this Agreement), documents and records held by the case predecessor Agent hereunder. On the termination of insolvency of its appointment the Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) 15.7 Upon its resignation or removal becoming effectivetaking effect, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer hold all moneys deposited with or held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case respect of the termination of appointment Notes to the order of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its fees and expenses remuneration for the services therefore rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 815.3.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such 15.8 Each Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but give not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' ’ written notice to the Issuer of any proposed change in its specified office.
15.9 Any change in any Agent shall be notified by the Issuer to the respective other Agents and to the Payees. The Issuer shall also give or cause notice thereof to be given to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement (KfW)
Changes in Agents. 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) The Registrar so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 24.1), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.
24.2 Each Agent may (subject to sub-clause (3) belowas provided in Clause 24.4) at any time resign as Registrar by giving at least 90 45 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective. Notwithstanding the foregoing, any U.S. Agent may resign upon notice to the Issuer with immediate effect in order to comply with law or regulation.
(2) The Registrar 24.3 Each Agent may (subject to sub-clause (3) belowas provided in Clause 24.2) be removed at any time by the Issuer on at least 45 60 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 24.4 Any resignation under sub-clause (1) ▇▇▇▇▇▇ 24.2 or removal of an Agent under sub-clauses (2) Clause 24.3 or (4) 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Agent and (other than in cases of insolvency of the Registrarsuch Agent) on the expiry of the notice to be given under Clause 12▇▇▇▇▇▇ 26. The Issuer agrees with the Registrar relevant Agent that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)Clause 24.1, it the Issuer has not appointed a successor Registrar, Agent then the Registrar such Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Agent a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)standing.
(4) 24.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 26, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) 24.6 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, the Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent save for any records required to be maintained by law or regulation; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 818.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by 24.7 If the Issuer due is unable to agree upon a successor U.S. Agent within thirty (30) days after any notice of resignation given by such U.S. Agent pursuant to this Clause 24, the circumstances set out in sub-clause (4) above, such relevant U.S. Agent shall bear all reasonable costs associated with the termination may apply to a court of its services and competent jurisdiction for the appointment of a successor U.S. Agent performing or for other appropriate relief. The costs and expenses (including any legal fees and expenses) incurred by the relevant functions (including, but not limited to, U.S. Agent in connection with such proceeding shall be paid by the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context)Issuer.
(9) 24.8 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (1) 23.1 The Registrar Issuer and the Guarantor may (subject to sub-clause (3) below) terminate the appointment of any Agent at any time resign as Registrar and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of an Agent. In addition, the Issuer and the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.3 (General provisions applicable to payments).
23.2 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
23.3 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on at least 45 days' written notice to the RegistrarNoteholders under Condition 13 (Notices). If the Fiscal Agent resigns or is removed pursuant to subclause 24.1 or in accordance with this subclause 24.3, signed on behalf of the Issuer and specifying such removal the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the date when it shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of Guarantor fail to appoint a successor Registrar and (other than in cases of insolvency of within such period, the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar Fiscal Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantor, to appoint in its place as a successor Registrar in its place Fiscal Agent a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) In case at 23.4 Notwithstanding the provisions of subclauses 24.1, 24.2 and 24.3, so long as any time of the Registrar resignsNotes is outstanding, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to termination of the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed Agent (whether by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;there is:
(a) shall forthwith transfer so long as any Notes are listed on any Stock Exchange, at all moneys held by it hereunder andtimes a Transfer Agent, if applicablewhich may be the Registrar, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is with a specified office in the case place required by the rules and regulations of the termination of appointment of the Paying relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Fiscal Agent no successor Paying Agent, to the and a Registrar; and
(bc) shall there will at all times be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the a Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in suba jurisdiction within Europe. 0012034-clause (4) above, such 0005142 UKO2: 2001934267.5 24
23.5 Any successor Agent shall bear all reasonable costs associated with execute and deliver to its predecessor, the termination of Issuer, the Guarantor and, where appropriate, the Fiscal Agent an instrument accepting its services appointment under this Agreement, and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shallAgent, without any further act, deed or conveyance, shall become vested with all the rights authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunderan Agent.
(10) 23.6 If the Registrar or the Paying appointment of an Agent determines to change its Specified Office it shall under this Agreement is terminated (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give whether by the Issuer and the Guarantor or by the resignation of the relevant Agent), the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if applicableany) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
23.7 If the Registrar Fiscal Agent or any of the other Agents shall change its specified office, it shall give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 45 days' prior written notice of such determination to that effect giving the address of the new Specified Office specified office. As soon as practicable thereafter and stating in any event at least 30 days before the date on which such change is to take effectchange, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement the Fiscal Agent shall, at the request of the Issuer) shall, give to the Noteholders on behalf of and at the expense of the relevant AgentIssuer (failing which, within 15 days of receipt of such the Guarantor) notice (unless the appointment of the Registrar change and the address of the new specified office under Condition 13 (Notices).
23.8 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Paying AgentAgent may be consolidated or a corporation resulting from a merger, as conversion or consolidation to which the case may beAgent shall be a party shall, is to terminate pursuant to the above sub-clauses extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or prior consolidation shall forthwith be given to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to Issuer, the Holders in accordance with Guarantor and, where appropriate, the ConditionsFiscal Agent.
Appears in 1 contract
Sources: Agency Agreement (Autoliv Inc)
Changes in Agents. (1) 16.1 The Registrar Company may (subject to sub-clause (3) below) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3) Any resignation under sub-clause (1) vary or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case at any time the Registrar resigns, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Agents and/or appoint further or additional Agents, provided that there will at all times be (a) a Paying Agent, (b) so long as the Bonds are listed on a Stock Exchange, an agent (which may be the Local Paying Agent) with a specified office in such place as may be required by the Listing Rules of the relevant Stock Exchange, and (c) a Calculation Agent. Any variation, termination, appointment or removal of a Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that shall take effect (other than in the case of insolvency or other analogous event, when it shall be of immediate effect) only after not less than 30 (thirty) days' prior notice thereof shall have been given to the Bondholders in accordance with the Terms and Conditions of the Paying Agent)Bonds.
(6) Subject to the applicable provisions of the Conditions, the Paying Agent 16.2 The Agents may resign its their appointment hereunder at any time by giving to the Issuer and the Registrar Company at least 45 60 (sixty) days' written notice to that effect, provided that no such resignation shall take effect unless, upon the expiry of the notice period, there will be (a) a Paying Agent, (b) so long as the Bonds are listed on a Stock Exchange, an agent (which may be the Local Paying Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange, and (c) a Calculation Agent. In case of failure by the Issuer to appoint a successor Agent, the resigning Agent shall be entitled to appoint its successor, provided that such successor shall be an entity of good standing and experience in acting as paying or calculation agent, as the case may be.
(7) 16.3 Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;:
(a) the Principal Paying Agent shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5subclause 2.1.1.(d) and any other property, documents and records held by it under this Agreement (8) other than documents and records which it is obliged by law or regulation to its retain or not to release) to the successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent under this Agreement, but shall have no successor Paying Agent, to the Registrarother duties or responsibilities under this Agreement; and
(b) the Agents shall be entitled to the payment by the Issuer Company of its fees and expenses their commission (if any) for the services therefore previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith, all in accordance with the terms of Clause 812 hereof.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to 16.4 Upon any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing appointed hereunder executing, acknowledging and delivering to the relevant functions (includingCompany an instrument accepting such appointment under this Agreement, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent it shall, without any further act, deed or conveyance, become vested with all the rights authority, rights, powers, trusts, indemnities, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like effect under this Agreement as if originally named as Registrar or (Agent under this Agreement, and such predecessor, upon payment to it of its commission and reimbursement of its reasonable expenses then unpaid in accordance with the terms of Clause 12 hereof, shall thereupon become obliged to transfer, deliver and pay over, and any successor Agent shall be entitled to receive, all moneys held by such predecessor as the case may be) a Paying Agent hereunderunder this Agreement.
(10) 16.5 Any corporation into which the Agents may be merged or converted, or any corporation with which the Agents may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agents shall sell or otherwise transfer all or substantially all the assets or the business of such Agent, shall become successor Agents under this Agreement, to the extent permitted by applicable law, without the execution or filing of any paper or any further act on the part of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Company and where appropriate, the Agents.
16.6 If the Registrar or the Paying Agent determines to Agents shall change its Specified Office it their specified offices, they shall give not less than 30 (after having, in any such case other than a change of Specified Office within the same city, obtained the thirty) days' prior written approval of notice to that effect to the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving Company communicating the address of the new Specified Office and stating changed specified office, provided that, with respect to the date on which Local Paying Agent, no such change is of specified office shall be permitted to take effect, which shall not it if the Bonds are listed on any Stock Exchange and there would cease to be less than 45 days thereafter. The Registrar (on behalf Agency Agreement a Local Paying Agent having a specified office in such place as may be required by the rules and regulations of the Issuer) shall, at the expense Relevant Stock Exchange. On behalf of the relevant AgentCompany, within 15 days of receipt of such notice the Agents shall (unless the appointment of the Registrar or the Paying Agent, as the case may be, such Agent is to terminate pursuant to the above sub-clauses subclauses 16.1 or 16.2 on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders Bondholders of such change and of the address of the new specified office, in accordance with the ConditionsTerms and Conditions of the Bonds.
Appears in 1 contract
Sources: Master Agency Agreement
Changes in Agents. 21.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent;
(c) if at any time (i) any withholding or deduction of any amount for or on account of any taxes or duties upon the Notes or Coupons is required upon the Notes or Coupons being presented for payment in the United Kingdom; and (ii) such withholding or deduction would not be required were the Notes or Coupons to be presented for payment outside the United Kingdom, there will at such times be a Paying Agent in a jurisdiction within Europe, other than the Tax Jurisdiction; and
(d) an Agent Bank. In addition, the Issuer shall with the prior written approval of the Note Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.4 (Payments – General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 21.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 16 (Notices).
21.2 The Registrar Principal Paying Agent may (subject to sub-clause (3) belowas provided in subclause 21.4) at any time resign as Registrar (without obligation to give reasons therefor and without any responsibility for costs occasioned thereby) by giving at least 90 60 days' written notice to the Issuer of such intention on its part, and the Note Trustee specifying the date on which its desired resignation shall become effective.
(2) 21.3 The Registrar Principal Paying Agent may (subject to sub-clause (3) belowas provided in subclause 21.4) be removed at any time by the Issuer with the prior written approval of the Note Trustee on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 21.4 Any resignation under sub-clause (1) subclause 21.2 or removal of the Principal Paying Agent under sub-clauses (2) subclauses 21.3 or (4) 21.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent approved in writing by the Note Trustee and (other than in cases of insolvency of the RegistrarPrincipal Paying Agent) on the expiry of the notice to be given under Clause 12clause 23. The Issuer agrees with the Registrar Principal Paying Agent that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 21.2, it the Issuer has not appointed a successor Registrar, Principal Paying Agent approved in writing by the Note Trustee then the Registrar Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Principal Paying Agent a reputable financial institution of good standing which the Issuer Note Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) 21.5 In case at any time the Registrar time:
(a) an Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, a successor Registrarconservation or liquidation; or
(b) in the case of the Agent Bank, it fails to determine the Rate of Interest, the Interest Amount and an Interest Period as provided in the Conditions and this Agreement, the Issuer may with the prior written approval of the Note Trustee forthwith without notice terminate the appointment of the relevant Agent, in which event (save with respect to the termination of the appointment of the Agent Bank) notice shall be a reputable financial institution in good standing may be appointed by given to the Issuer by an instrument in writing filed with the successor RegistrarNoteholders under Condition 16 (Notices) as soon as practicable. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 23, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 21.6 Subject to the applicable provisions of the Conditionssubclause 21.1, the Issuer may, after prior consultation with the Registrarprior written approval of the Note Trustee, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 21.7 Subject to the applicable provisions subclause 21.1, all or any of the Conditions, Agents (other than the Principal Paying Agent Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer Issuer, the Note Trustee and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 21.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no immediately transfer all moneys and records held by it under this Agreement to the successor Principal Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 16.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 21.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (1) The 10.1 Any Registrar or Paying Agent in its capacity as such may (subject be removed at any time by the giving to sub-clause (3) below) it of at least 30 days' written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign as Registrar by giving at least 90 days' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer of such intention on its part, specifying the date on which its desired such resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at . Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any time by payment date and, in the Issuer on at least 45 days' written notice to the Registrar, signed on behalf case of the Issuer and specifying such removal and the date when it shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) of any Registrar or (4) Paying Agent, as the case may be, shall only not take effect upon until a new Registrar or Paying Agent, as the appointment case may be, has been appointed by the Issuer as hereinafter provided, of a successor Registrar and (such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12Agents. The Issuer agrees with the Registrar each Agent that if, if by the day falling ten 10 days before the expiry of any notice under sub-clause (1)notice, it the Issuer has not appointed a successor RegistrarAgent, then the Registrar Agent shall be entitled, entitled on behalf of the Issuer, Issuer to appoint as a successor Registrar Agent in its place a reputable financial institution institution.
10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of good standing which the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer shall approve (such approval not of its remuneration for services rendered hereunder and to be unreasonably withheld the reimbursement of its expenses incurred up to its resignation or delayed)removal taking effect in accordance with the terms of Clause 9.1.
(4) 10.3 In case at any time the any Registrar resigns, or is Paying Agent shall resign or shall be removed, the successor Registrar or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing Paying Agent may be appointed by the Issuer by an instrument in writing filed with given to the successor RegistrarRegistrar or Paying Agent. Upon the appointment as aforesaid of a such successor Registrar or Paying Agent and acceptance by the latter it of such appointment and (other than in case of insolvency of appointment, the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar or Paying Agent so superseded shall cease to be the a Registrar or Paying Agent hereunder.
(5) Subject 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the an instrument accepting such appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent).
(6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect.
(7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned;
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrar; and
(b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to without any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, deed or conveyance, it shall become vested with all the rights authorities, rights, powers, immunities, duties and obligations of its such predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after havingin accordance with this Agreement, in any and such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the predecessor Paying Agent, as if any, upon payment by the case may be, is Issuer of any amounts due and payable to terminate any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the above sub-clauses on termination of its appointment a Registrar or prior Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the date of such change) respective successor Agent.
10.5 Each Agent shall give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders Issuer of any proposed change in its specified office.
10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with Section 10 of the Conditions, to the Holders.
Appears in 1 contract
Changes in Agents. 24.1 Each of the relevant Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may be, as provided in this Agreement:
(1a) The so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and (for as long as there are any Registered Notes outstanding) a Registrar;
(c) in the case of Subordinated Notes, there will at all times be a Calculation Agent; and
(d) whenever a function expressed in the relevant Conditions to be performed by the Reset Reference Banks falls to be performed, appoint and (for so long as such function is required to be performed) maintain Reset Reference Banks. In addition, the relevant Issuer and the relevant Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be.
24.2 Each of the Principal Paying Agent, the Registrar and the Calculation Agent may (subject to sub-clause (3) belowas provided in subclause 24.4) at any time resign as Registrar by giving at least 90 30 days' written notice to the Issuer of such intention on its part, SES and SES Americom specifying the date on which its desired resignation shall become effective.
(2) The 24.3 Each of the Principal Paying Agent, the Registrar and the Calculation Agent may (subject to sub-clause (3) belowas provided in subclause 24.4) be removed at any time by the Issuer SES and SES Americom (acting together) on at least 45 30 days' written notice to the Registrar, signed on behalf of the Issuer in writing from SES and SES Americom specifying such removal and the date when it the removal shall become effective.
(3) 24.4 Any resignation under sub-clause (1) subclause 24.2 or removal of the Principal Paying Agent, the Registrar or the Calculation Agent under sub-clauses (2) subclause 24.3 or (4) 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, SES and SES Americom of a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, and (other than in cases of insolvency of the RegistrarPrincipal Paying Agent, Registrar or Calculation Agent, as the case may be) on the expiry of the notice to be given under Clause 12clause 26. The Issuer Each of SES and SES Americom agrees with the Principal Paying Agent, the Registrar and the Calculation Agent that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 24.2, it has SES and SES Americom have not appointed a successor RegistrarPrincipal Paying Agent, Registrar or Calculation Agent, as the case may be, then the Principal Paying Agent, Registrar or Calculation Agent, as the case may be, shall be entitledentitled following such consultation with SES and SES Americom as is practicable in the circumstances, on behalf of the Issuer, SES and SES Americom to appoint in its place as a successor Principal Paying Agent, Registrar in its place or Calculation Agent, as the case may be, a reputable financial institution of good standing which the Issuer SES and SES Americom shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) 24.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarSES and SES Americom. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 26, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 24.6 Subject to the applicable provisions of the Conditionssubclause 24.1, the Issuer SES and SES Americom may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 30 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 24.7 Subject to the applicable provisions subclause 24.1, all or any of the Conditions, Agents (other than the Principal Paying Agent Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer SES, SES Americom and the Registrar Principal Paying Agent at least 45 30 days' written notice to that effect.
(7) 24.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no successor Paying Agentor the Registrar, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the relevant Issuer (failing which the relevant Guarantor) of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 18.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 24.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If 24.10 In the Registrar event that the relevant Issuer or the Paying Agent relevant Guarantor determines to change in its Specified Office it shall (after havingsole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on the Notes, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of then the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying AgentIssuer or, as the case may be, is the relevant Guarantor will be entitled to terminate redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify the relevant Agent of any such redirection or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the above sub-clauses on or prior terms of this Agreement. The relevant Agent shall not be liable to the date any party for any liability incurred by such party as a consequence of such change) give redirection or cause to be given not more than 45 days' nor less than 30 days' notice thereof to reorganisation by the Holders in accordance with the ConditionsIssuers.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) The so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar;
(c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an exchange agent with a specified office in New York City; and
(d) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 15.
24.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in Clause 24.4) at any time resign as Registrar (for any reason whatsoever) by giving at least 90 45 days' written notice to the Issuer of such intention on its part, and the Trustee specifying the date on which its desired resignation shall become effective.
(2) The 24.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in Clause 24.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 24.4 Any resignation under sub-clause (1) Clause 24.2 or removal of the Principal Paying Agent or the Registrar under sub-clauses (2) Clause 24.3 or (4) 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 1226. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)Clause 24.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Registrar Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) 24.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrarprior written approval of the Trustee. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in the case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 26, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 24.6 Subject to the applicable provisions of the ConditionsClause 24.1, the Issuer may, after prior consultation with the Registrarprior written approval of the Trustee, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 24.7 Subject to the applicable provisions Clause 24.1, all or any of the Conditions, Agents (other than the Principal Paying Agent and the Registrar) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer Issuer, the Trustee and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 24.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, the Registrar and any exchange agent appointed in respect of a DTC Note, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 819.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 24.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer as provided in this Agreement:
(1a) The so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) there will at all times be a Paying Agent in a jurisdiction within Continental Europe or the United Kingdom, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 4(e) (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.1, when it shall be of immediate effect)) after not less than 30 nor more than 45 days’ prior notice shall have been given to the Noteholders in accordance with the relevant Conditions.
25.2 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in Clause 25.4) at any time resign as Registrar by giving at least 90 days' ’ written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The 25.3 Each of the Principal Paying Agent and the Registrar may (subject to sub-clause (3) belowas provided in Clause 25.4) be removed at any time by the Issuer on at least 45 days' written ’ notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 25.4 Any resignation under sub-clause (1) Clause 25.2 or removal of the Principal Paying Agent or the Registrar under sub-clauses (2) or (4) Clause 25.3 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 1227. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)Clause 25.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)standing.
(4) 25.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 27, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 25.6 Subject to the applicable provisions of the ConditionsClause 25.1, the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written ’ notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 25.7 Subject to the applicable provisions Clause 25.1, all or any of the Conditions, Agents (other than the Principal Paying Agent or the Registrar) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer and the Registrar Principal Paying Agent at least 45 days' ’ written notice to that effect.
(7) 25.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Principal Paying Agent no successor Paying Agentand the Registrar, as soon as reasonably practicable transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 820.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 25.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided herein:
(1a) The Registrar so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be a Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority or authorities;
(b) there will at all times be a Principal Paying Agent and at least one Registrar; and
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.
24.2 Each of the Principal Paying Agent and the Registrars may (subject to sub-clause (3) as provided in subclause 24.4 below) at any time resign as Registrar such by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar 24.3 Each of the Principal Paying Agent and the Registrars may (subject to sub-clause (3) as provided in subclause 24.4 below) be removed at any time by the Issuer on at least 45 days' written notice to by the Registrar, filing with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3) 24.4 Any resignation under sub-clause (1) subclause 24.2 or removal of the Principal Paying Agent or a Registrar under sub-clauses (2) subclauses 24.3 or (4) 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent or a Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or a Registrar, as the case may be) on the expiry of the notice to be given under Clause 12clause 26. The Issuer agrees with the Registrar Principal Paying Agent and the Registrars that if, by the day falling ten days before the expiry of any notice under sub-clause (1)subclause 24.2, it the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Registrar Principal Paying Agent or the relevant Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) 24.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrarsuccessor. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 26 the Registrar Agent so superseded shall cease to be the Registrar an Agent hereunder.
(5) 24.6 Subject to the applicable provisions of the Conditionssubclause 24.1, the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 24.7 Subject to the applicable provisions subclause 24.1, all or any of the Conditions, the Paying Agent Agents may resign its appointment their respective appointments hereunder at any time by giving the Issuer and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 24.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, the Registrars and the Exchange Agent, forthwith transfer all moneys and records held by it hereunder to the Registrarsuccessor Agent ▇▇▇▇▇▇▇▇▇; and
(b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services therefore theretofore rendered hereunder in accordance with the terms of Clause 8clause 19.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 24.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without further act, deed or conveyance, become vested with all the rights authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 21.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Fiscal Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Fiscal Agent; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4 (Payments – General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 21.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13 (Notices).
21.2 The Registrar Fiscal Agent may (subject to sub-clause (3) belowas provided in subclause 21.4) at any time resign as Registrar by giving at least 90 45 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) 21.3 The Registrar Fiscal Agent may (subject to sub-clause (3) belowas provided in subclause 21.4) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 21.4 Any resignation under sub-clause (1) subclause 21.2 or removal of the Fiscal Agent under sub-clauses (2) subclauses 21.3 or (4) 21.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Fiscal Agent and (other than in cases of insolvency of the RegistrarFiscal Agent) on the expiry of the notice to be given under Clause 12clause 23. The Issuer agrees with the Registrar Fiscal Agent that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 21.2, it the Issuer has not appointed a successor Registrar, Fiscal Agent then the Registrar Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Fiscal Agent a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
(4) 21.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 23, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 21.6 Subject to the applicable provisions of the Conditionssubclause 21.1, the Issuer may, after prior consultation with the RegistrarFiscal Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Fiscal Agent and to the Paying relevant other Agent at least 45 days' written notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 21.7 Subject to the applicable provisions subclause 21.1, all or any of the Conditions, Agents (other than the Paying Agent Fiscal Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer and the Registrar Fiscal Agent at least 45 days' written notice to that effect.
(7) 21.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Fiscal Agent, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 16.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 21.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar or (as the case may be) a Paying an Agent hereunderunder this Agreement.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 21.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(1a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 21.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13 (Notices).
21.2 The Registrar Principal Paying Agent may (subject to sub-clause (3) belowas provided in subclause 21.4) at any time resign as Registrar by giving at least 90 days' prior written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) 21.3 The Registrar Principal Paying Agent may (subject to sub-clause (3) belowas provided in subclause 21.4) be removed at any time by the Issuer on at least 45 days' written prior notice to the Registrar, signed on behalf of in writing from the Issuer and specifying such removal and the date when it the removal shall become effective.
(3) 21.4 Any resignation under sub-clause (1) subclause 21.2 or removal of the Principal Paying Agent under sub-clauses (2) subclauses 21.3 or (4) 21.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar Principal Paying Agent and (other than in cases of insolvency of the RegistrarPrincipal Paying Agent) on the expiry of the notice to be given under Clause 12clause 23. The Issuer agrees with the Registrar Principal Paying Agent that if, by the day falling ten 10 days before the expiry of any notice under sub-clause (1)subclause 21.2, it the Issuer has not appointed a successor Registrar, Principal Paying Agent then the Registrar Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Registrar in its place Principal Paying Agent a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)in writing.
(4) 21.5 In case at any time the Registrar any Agent resigns, or is removed, or becomes incapable or of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in insolvency bankruptcy or makes an assignment for the benefit or of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency lawlaw or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Registrar, Agent which shall be a reputable financial institution in of good standing may be appointed by the Issuer by an instrument in writing filed with the successor RegistrarIssuer. Upon the appointment as aforesaid of a successor Registrar Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Registrar Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 clause 23, the Registrar Agent so superseded shall cease to be the Registrar hereunderan Agent under this Agreement.
(5) 21.6 Subject to the applicable provisions of the Conditionssubclause 21.1, the Issuer may, after prior consultation with the RegistrarPrincipal Paying Agent, terminate the appointment of any of the Paying Agent other Agents at any time and/or appoint one or more further Paying or other Agents by giving to the Registrar Principal Paying Agent and to the Paying relevant other Agent at least 45 days' written prior notice in writing to that effect (other than in the case of insolvency of the Paying Agentinsolvency).
(6) 21.7 Subject to the applicable provisions subclause 21.1, all or any of the Conditions, Agents (other than the Principal Paying Agent Agent) may resign its appointment hereunder their respective appointments under this Agreement at any time by giving the Issuer and the Registrar Principal Paying Agent at least 45 days' written notice to that effect.
(7) 21.8 Upon its resignation or removal becoming effective, the Registrar or the Paying an Agent concerned;shall:
(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Principal Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the Registrarsuccessor Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services therefore rendered hereunder under this Agreement before termination in accordance with the terms of Clause 8clause 15.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9) 21.9 Upon its appointment becoming effective, a successor Registrar and any or new Paying Agent shall, without any further actaction, become vested with all the rights authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying an Agent with like the same effect as if originally named as Registrar an Agent under this Agreement.
21.10 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or (as deduct any FATCA Withholding in connection with any payments due on the case may be) a Notes and such FATCA Withholding would not have arisen but for the Agent or relevant Paying Agent hereunder.
(10) If not being or having ceased to be a person to whom any payments due on the Registrar Notes are free from FATCA Withholding, the Issuer will be entitled to terminate the Agent or the relevant Paying Agent determines to change its Specified Office it shall (after having, in without notice and such termination will be effective from any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of time specified in writing to such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar Agent or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.
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Sources: Agency Agreement
Changes in Agents. (1a) The Registrar may (subject Bank agrees that, until no Note is outstanding or until monies for the payment of all amounts with respect to sub-clause (3) below) at any time resign as Registrar by giving at least 90 days' written notice all outstanding Notes have been made available to the Issuer of such intention on its part, specifying Paying Agents (whichever is the date on which its desired resignation shall become effective.later):
(2i) The Registrar may (subject to sub-clause (3) below) so long as any Notes are listed, quoted and/or traded on any Stock Exchange, there will at all times be removed at any time such paying, issuing, listing and other agents having a specified office in each location required by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf rules and regulations of the Issuer relevant Stock Exchange including, so long as any Notes are listed on the Irish Stock Exchange, a Paying Agent and specifying such removal a listing agent having a specified office in Ireland;
(ii) there will at all times be a Paying Agent, a London Issuing Agent and a Transfer Agent with a specified office in a city in Europe unless, in respect of any Paying Agent, payments are permitted to be made in the United States and the date when it Bank shall become effective.have appointed a Paying Agent in the United States; and
(3iii) it will use all reasonable efforts to maintain a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to European Council Directive 2003/48/EC. Any resignation under sub-clause (1) variation, termination, appointment or removal under sub-clauses (2) or (4) change shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case at any time the Registrar resigns, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar insolvency, when it shall be of immediate effect) upon expiry after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Section 18, provided that no such variation, termination, appointment or change shall take effect (except in the case of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunderinsolvency) within 15 days before or after any Interest Payment Date.
(5b) Subject to the applicable provisions of the ConditionsSection 27(a), the Issuer may, after prior consultation with the Registrar, Bank may terminate the appointment of the Paying any Agent at any time and/or appoint one or more further Paying relevant Agents by giving to the Registrar and to the Paying relevant Agent at least 45 days' written ’ notice in writing to that effect effect.
(other than in the case of insolvency c) Subject to Section 27(a), all or any of the Paying Agent).
(6) Subject to Agents or the applicable provisions of the Conditions, the Paying Transfer Agent may resign its appointment their respective appointments hereunder at any time by giving the Issuer and the Registrar Bank at least 45 days' ’ written notice to that effect, except that in the case of any Paying Agent, such resignation shall not take effect until the Bank has appointed a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax from payment in respect of such Notes pursuant to European Council Directive 2003/48/EC.
(7d) Upon The Bank agrees with each Agent that if, by the day falling 10 days before the expiry of any notice under the above clause, the Bank has not appointed a replacement agent, then the relevant Agent shall be entitled, on behalf of the Bank, to appoint in its place any reputable financial institution of good standing and the Bank shall not unreasonably object to such appointment. If the relevant Agent is unable to appoint a replacement agent, the relevant Agent may petition any court of competent jurisdiction for the appointment of a replacement agent.
(e) Prior to its resignation or removal becoming effective, the Registrar relevant Paying Agent, Registrar, London Issuing Agent or the Paying Agent concerned;Transfer Agent:
(ai) shall shall, in the case of a Paying Agent, forthwith transfer all moneys monies held by it hereunder and, if applicable, and the documents and records referred to in Clauses 6(4Sections 11(a), (519(e) and (8) 20(g) to its the successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, to the Registrarhereunder; and
(bii) shall be entitled to the payment by the Issuer Bank of its commissions and fees and expenses for the services therefore theretofore rendered hereunder in accordance with the terms of Clause 8Section 22.
(8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent shall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context).
(9f) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent, London Issuing Agent, Registrar or Transfer Agent shall, without further act, deed or conveyance, become vested with all the rights authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder.
(10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may beLondon Issuing Agent, is to terminate pursuant to the above sub-clauses on Registrar or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the ConditionsTransfer Agent, respectively, hereunder.
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