Common use of Changes in Agents Clause in Contracts

Changes in Agents. 10.1 Any Agent may resign its appointment hereunder at any time by giving to the Issuer and the Issuer may terminate the appointment of any Agent by giving to such Agent, at least 30 days' written notice to that effect, provided that no such resignation or termination of the appointment of the Principal Paying Agent or the Issue Agent shall take effect until a successor has been appointed by the Issuer. 10.2 The Issuer agrees with each Agent that if, by the day falling 10 days before the expiry of any notice under Clause 10.1, the Issuer has not appointed a replacement Agent, then the relevant Agent shall be entitled, on behalf of the Issuer to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment. 10.3 The appointment of an Agent shall terminate forthwith if any of the following events or circumstances occur or arise, namely: (a) such Agent becomes incapable of acting; (b) such Agent is adjudged bankrupt or insolvent; (c) such Agent files a voluntary petition in bankruptcy/insolvency or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; (d) a resolution is passed or an order is made for the winding- up or dissolution of such Agent; (e) a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; (f) an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or (g) any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 10.4 The Issuer may appoint substitute or additional agents in relation to the Notes and shall forthwith give notice of any such appointments to the continuing agents and holders of Notes, whereupon the Issuer, the continuing agents and the additional agent(s) shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement. 10.5 Upon the resignation or revocation becoming effective under this Clause 10, the Agent shall: (A) be released and discharged from its obligations under this Agreement; (B) deliver to the Issuer and to the successor Agent a copy of the records maintained by it in accordance with Clause 6.2; and (C) promptly transfer all moneys and papers (including any executed but unauthenticated Notes held by it) to its successor or as the Issuer may otherwise instruct. 10.6 Any corporation into which any Agent or Calculation Agent may be merged or converted, or any corporation with which any Agent or Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any Applicable Law, become the successor of such Agent or Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to such Agent or Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer by such Agent or Calculation Agent, as applicable.

Changes in Agents. 10.1 Any Agent may resign its appointment hereunder at any time by giving to the Issuer and the 13.1 The Issuer may terminate revoke the appointment of any Paying Agent or Calculation Agent in relation to any Notes by giving to such Agent, at least 30 not less than 45 days' written notice to that effect, provided that no effect to such resignation or termination of the appointment of the Principal Paying Agent or the Issue Agent shall take effect until a successor has been appointed by the IssuerCalculation Agent. 10.2 13.2 The Issuer agrees with each Agent that if, by the day falling 10 days before the expiry appointment of any notice under Clause 10.1, Paying Agent or Calculation Agent as the Issuer has not appointed a replacement Agent, then the relevant Agent shall be entitled, on behalf agent of the Issuer hereunder and in relation to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment. 10.3 The appointment of an Agent Notes shall terminate forthwith if any of the following events or circumstances occur or arise, namely: if: (a) such Paying Agent or Calculation Agent, as the case may be, becomes incapable of acting; ; (b) such Paying Agent or Calculation Agent, as the case may be, is adjudged bankrupt or insolvent; ; (c) such Paying Agent or Calculation Agent, as the case may be, files a voluntary petition in bankruptcy/insolvency bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; ; (d) a resolution is passed or an order is made for the winding- winding up or dissolution of such Paying Agent or Calculation Agent; , as the case may be; (e) a receiver, administrator or other similar official is appointed in respect of such Agent Paying Agent, Registrar or of all or any substantial part of its property is appointed; Calculation Agent, as the case may be; (f) an order of any court is entered approving any petition filed by or against such Paying Agent or Calculation Agent, as the case may be, under the provisions of any applicable bankruptcy or insolvency law; or or (g) if in relation to such Paying Agent or Calculation Agent, as the case may be, any public officer takes charge or control of such Agent it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 10.4 13.3 The termination of the appointment of any Paying Agent or Calculation Agent under this Agreement will not entitle the Paying Agent or the Calculation Agent to any amount by way of compensation but will be without prejudice to any amount then accrued due. 13.4 All or any of the Paying Agents or Calculation Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Issue and Paying Agent at least 45 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice may not, in the case of a Paying Agent or Calculation Agent, expire less than 45 days before any due date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent or Calculation Agent, the Issuer will promptly, and in any event not less than 30 days before the resignation takes effect, give notice to the Noteholders. If the Issue and Paying Agent resigns or is removed pursuant to Clauses 13.1 or 13.2 above or in accordance with this Clause 13.4, the Issuer will promptly and in any event within 30 days appoint a successor. If the Issuer fails to appoint a successor within such period, the Issue and Paying Agent may select a leading bank to act as Issue and Paying Agent hereunder and the Issuer will appoint that bank as the successor Issue and Paying Agent. The Issuer may appoint shall forthwith notify the other parties hereto thereof whereupon the parties hereto and such substitute or additional agents in relation to the Notes and shall forthwith give notice of any such appointments to the continuing agents and holders of Notes, whereupon the Issuer, the continuing agents and the additional agent(s) shall acquire and become subject to thereafter have the same rights and obligations between themselves among them as if would have been the case had they had then entered into an agreement in the form mutatis mutandis of this Agreement. 10.5 13.5 Upon the any resignation or revocation becoming effective under this Clause 1013, the relevant Paying Agent or Calculation Agent shall: (Aa) be released and discharged from its obligations under this AgreementAgreement but without prejudice to any rights or obligations accrued (pursuant to Clause 13.4 above) or incurred on or before such resignation or revocation becoming effective (save that it shall remain entitled to the benefit of and subject to and bound by (as appropriate) the provisions of Clause 11, this Clause 13 and Clause 14.3); (Bb) repay to the Issuer such part of any fee paid to it in accordance with Clause 14.1 as may be agreed between the relevant Paying Agent or Calculation Agent and the Issuer; (c) in the case of the Issuer and Paying Agent, deliver to the Issuer, the successor Issuer and Paying Agent, a copy, certified as true and up to date by an officer of the successor Agent a copy Issue and Paying Agent, of the records maintained by it in accordance with Clause 6.29.3; (d) in the case of a Calculation Agent, deliver to the Issuer and the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 7.3(b); and (Ce) promptly forthwith (upon payment to it of any amount due to it in accordance with Clause 11.1 or Clause 14) transfer all moneys and papers (including any executed but unauthenticated Notes held by it) it hereunder to its successor or as in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the Issuer may otherwise instructdischarge by it of its duties and responsibilities hereunder. 10.6 13.6 Any corporation into which any Paying Agent or Calculation Agent may be merged merged, converted or converted, or any corporation with which any Agent or Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent or Calculation Agent shall be a party, or any corporation to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any Applicable Lawapplicable law, become be the successor of to such Paying Agent or Calculation Agent under this Agreement hereunder and in relation to the Notes without the execution or filing of any paper or any further act on the part of formality, whereupon the parties to hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to such Agent or Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given by such successor to the Issuer by and the other parties hereto and in accordance with Clause 15. 13.7 If the Paying Agent decides to change its specified office, it shall give notice to the Issuer (with a copy, if necessary, to the Issue and Paying Agent) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than 30 days after the date of such notice. The relevant Paying Agent shall (at the expense of the Issuer) not less than 14 days prior to the date on which such change is to take effect (unless the appointment of the relevant Paying is to terminate pursuant to any of the foregoing provisions of this Clause 13 on or Calculation Agent, as applicableprior to the date of such change) publish or cause to be published notice thereof.

Changes in Agents. 10.1 (a) Any Agent may resign its appointment hereunder at any time by giving under the Indenture upon the expiration of not less than thirty (30) days' notice to that effect to the Issuer and Trust (with a copy to the Issuer Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after the Maturity Date or any interest or other payment date of the Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may terminate the be, such interest or other payment date. (b) The Trust may revoke its appointment of any Agent under the Indenture by giving to such Agent, at least 30 not less than thirty (30) days' written notice to the applicable Agent and the Indenture Trustee to that effect, provided that no such resignation or termination of the appointment of the Principal Paying Agent or the Issue Agent shall take effect until a successor has been appointed by the Issuer. 10.2 The Issuer agrees with each Agent that if, by the day falling 10 days before the expiry of any notice under Clause 10.1, the Issuer has not appointed a replacement Agent, then the relevant Agent shall be entitled, on behalf of the Issuer to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment. 10.3 (c) The appointment of an any Agent under the Indenture shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: (a) , such Agent becomes incapable of acting; (b) such Agent is adjudged bankrupt or insolvent; (c) such Agent files a voluntary petition in bankruptcy/insolvency bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; (d) a resolution is passed or an order is made for the winding- winding-up or dissolution of such Agent; (e) a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; (f) an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or (g) any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 10.4 (d) The Issuer Trust may (and shall where necessary to comply with the terms and conditions of the Notes) appoint substitute or additional agents in relation to the Notes and shall forthwith give notice of any such appointments notify the other parties to the continuing agents and holders of NotesIndenture, whereupon the Issuer, parties to the continuing Indenture and such substitute or additional agents and the additional agent(s) shall acquire and become subject to thereafter have the same rights and obligations between themselves among them as if would have been the case had they had then entered into an agreement in the form mutatis mutandis of this Agreementthe Indenture. 10.5 (e) If any Agent gives notice of its resignation in accordance with this Section 7.17, the provisions of paragraph (d) of Section 7.17 apply and by the tenth (10th) day before the expiration of such notice a successor to such Agent in relation to such Notes has not been appointed by the Trust, such Agent may itself, following such consultation with the Trust as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions of the Notes) and give notice of such appointment in accordance with the terms and conditions of the Notes, whereupon the parties to the Indenture and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of the Indenture. (f) Upon the any resignation or revocation becoming effective under this Clause 10Section, the relevant Agent shall: (A) be released and discharged from its obligations under this Agreement; (B) deliver to the Issuer and to the successor Agent a copy of the records maintained by it in accordance with Clause 6.2; and (C) promptly transfer all moneys and papers (including any executed but unauthenticated Notes held by it) to its successor or as the Issuer may otherwise instruct. 10.6 Any corporation into which any Agent or Calculation Agent may be merged or converted, or any corporation with which any Agent or Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any Applicable Law, become the successor of such Agent or Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to such Agent or Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer by such Agent or Calculation Agent, as applicable.

Changes in Agents. 10.1 (a) Any Agent may resign its appointment hereunder at any time by giving upon the expiration of not less than thirty (30) days’ notice to that effect to the Issuer and Trust (with a copy to the Issuer Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after the Maturity Date or any interest or other payment date of the Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may terminate the be, such interest or other payment date. (b) The Trust may revoke its appointment of any Agent by giving hereunder not less than thirty (30) days’ notice to such Agent, at least 30 days' written notice the applicable Agent and the Indenture Trustee to that effect, provided that no such resignation or termination of the appointment of the Principal Paying Agent or the Issue Agent shall take effect until a successor has been appointed by the Issuer. 10.2 The Issuer agrees with each Agent that if, by the day falling 10 days before the expiry of any notice under Clause 10.1, the Issuer has not appointed a replacement Agent, then the relevant Agent shall be entitled, on behalf of the Issuer to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment. 10.3 (c) The appointment of an any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: (a) , such Agent becomes incapable of acting; (b) such Agent is adjudged bankrupt or insolvent; (c) such Agent files a voluntary petition in bankruptcy/insolvency bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; (d) a resolution is passed or an order is made for the winding- winding-up or dissolution of such Agent; (e) a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; (f) an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or (g) any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 10.4 (d) The Issuer Trust may (and shall where necessary to comply with the terms and conditions of the Notes) appoint substitute or additional agents in relation to the Notes and shall forthwith give notice of any such appointments to notify the continuing agents and holders of Notesother parties hereto thereof, whereupon the Issuer, the continuing parties hereto and such substitute or additional agents and the additional agent(s) shall acquire and become subject to thereafter have the same rights and obligations between themselves among them as if would have been the case had they had then entered into an agreement in the form mutatis mutandis of this AgreementIndenture. 10.5 (e) If any Agent gives notice of its resignation in accordance with this Section 7.17, the provisions of paragraph (d) of Section 7.17 apply and by the tenth (10th) day before the expiration of such notice a successor to such Agent in relation to such Notes has not been appointed by the Trust, such Agent may itself, following such consultation with the Trust as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions of the Notes) and give notice of such appointment in accordance with the terms and conditions of the Notes, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. (f) Upon the any resignation or revocation becoming effective under this Clause 10Section, the relevant Agent shall: (Ai) be released and discharged from its obligations under this AgreementIndenture; (Bii) repay, in accordance with the Expense and Indemnity Agreement, to Protective Life such part of any fee paid to it as may be agreed between the relevant Agent and Protective Life; (iii) in the case of the Paying Agent, deliver to the Issuer Trust and to the successor Paying Agent a copy copy, certified as true and up-to-date by an officer of the Paying Agent, of the records maintained by it in accordance with Clause 6.2Section 3.04; (iv) in the case of the Registrar, deliver to the Trust and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.06; (v) in the case of a Calculation Agent, deliver to the Trust and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Section 7.16; and (Cvi) promptly upon payment to it by Protective Life of all amounts owed to it, forthwith transfer all moneys and papers (including any executed but unauthenticated unissued Global Notes or Definitive Notes) held by it) it hereunder to its successor or as in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the Issuer may otherwise instructdischarge by it of its duties and responsibilities hereunder. 10.6 (g) Any corporation into which any Agent or Calculation Agent may be merged or converted, or any corporation with which any Agent or Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, party or any corporation succeeding to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all the corporate agency business of its assets such Agent, shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any Applicable Lawapplicable law, become be the successor of such Agent or Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to such Agent or Calculation Agent shall be deemed hereunder and in relation to be references to the Notes without any further formality, whereupon the parties hereto and such successor corporationagent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. Written notice Notice of any such merger, conversion, consolidation or asset transfer shall immediately forthwith be given by such successor to the Issuer by Trust and the other parties hereto. (h) If any Agent decides to change its specified office (which may only be effected within the same city) it shall give notice to the Trust (with a copy to the Indenture Trustee) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty (30) days after the date of such notice. The relevant Agent shall at its own expense not less than fourteen (14) days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent is to terminate pursuant to any of the foregoing provisions of this Section on or Calculation prior to the date of such change) publish or cause to be published notice thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Trust shall deliver to the Indenture Trustee (with a copy to the Paying Agent, as applicable) a list of the Authorized Signatories of the Trust together with certified specimen signatures of the same.