Changes in Agents. (a) Any Agent may resign its appointment hereunder upon the expiration of not less than thirty (30) days' notice to that effect to the Company (with a copy to the 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 a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date with respect to such series of Notes. (b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable Agent and the Indenture Trustee. (c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise; namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in 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; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; 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 any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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. (e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in question) and give notice of such appointment in accordance with the terms and conditions of such 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 any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall: (i) be released and discharged from its obligations under this Indenture; (ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04; (iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07; (iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and (v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. (g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto. (h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 2 contracts
Sources: Indenture (Governor & Co of the Bank of Ireland), Indenture (Governor & Co of the Bank of Ireland)
Changes in Agents. (a) Any Agent may resign its appointment hereunder under the Indenture upon the expiration of not less than thirty (30) days' notice to that effect to the Company Trust (with a copy to the 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 a series of the Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date with respect to such series of Notesdate.
(b) The Company Trust may revoke its appointment of any Agent hereunder upon under the Indenture not less than thirty (30) days' notice to that effect to each of the applicable Agent and the Indenture TrusteeTrustee to that effect.
(c) The appointment of any Agent hereunder under the Indenture shall terminate forthwith if any of the following events or circumstances shall occur or arise; , namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in 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; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; 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 any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
(d) The Company Trust may (and shall where necessary to comply with the terms and conditions of a series of the Notes) appoint substitute or additional Agents agents in relation to any such the Notes and shall forthwith notify the other parties hereto thereofto the Indenture, whereupon the parties hereto, to the Indenture and such substitute or additional agents shall thereafter, 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 the Indenture.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.167.17, the provisions of paragraph (d) of Section 7.17 apply and by the tenth (10th) day before the expiration of such notice a successor of to such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such noticeTrust, such Agent may itself, following such consultation with the Company Trust as may be practicable under 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 in questionNotes) and give notice of such appointment in accordance with the terms and conditions of such the Notes, whereupon the parties hereto 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 this the Indenture.
(f) Upon any resignation or revocation becoming effective under this Section 7.16Section, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 2 contracts
Sources: Omnibus Instrument (Principal Life Insurance Co), Omnibus Instrument (Principal Life Insurance Co)
Changes in Agents. (a) Any Agent may resign its appointment hereunder upon 25.1 Each of the expiration Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of not less than thirty (30) days' notice to that effect all amounts in respect of all outstanding Covered Bonds have been made available to the Company (with a copy Principal Paying Agent and have been returned to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before Issuer or after the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orGuarantors, as the case may be, such interest or other payment date with respect to such series of Notes.as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) The Company it will maintain a Paying Agent (which may revoke its appointment of any be the Principal Paying Agent) and an N Covered Bond Paying Agent hereunder upon not less than thirty (30) days' notice to that effect to each of having a specified office in a city approved by the applicable Agent and the Indenture Trustee.Bond Trustee in Europe;
(c) The appointment so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of any Bearer Covered Bonds) which may be the Principal Paying Agent hereunder shall terminate forthwith if and a Transfer Agent (in the case of Registered Covered Bonds) 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 as the case may be, other relevant authority; and
(d) so long as any of the following events Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments). Any variation, termination, appointment or change shall occur 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 13 (Notices).
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or arise; namelyremoval under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registrar, such as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, 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 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company , a Successor Agent which shall be a reputable financial institution of good standing may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been be appointed by the Company by Issuer and the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation Guarantors with the Company as may be practicable under the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions prior written approval of the Notes in question) Bond Trustee. Upon the appointment of a Successor Agent and give notice of such appointment in accordance with the terms and conditions of such 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 any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge acceptance by it of its duties appointment and responsibilities hereunder.
(g) Any corporation into which any other than in case of insolvency of the Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent when it shall be a party, or any corporation succeeding of immediate effect) upon expiry of the notice to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to under Clause 28, the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it so superseded shall give notice to the Company (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 7.16 on or prior to the date of such change) publish or cause cease to be published notice thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the samean Agent under this Agreement.
Appears in 2 contracts
Changes in Agents. (a) Any Agent may resign its appointment hereunder upon 25.1 Each of the expiration Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of not less than thirty (30) days' notice to that effect all amounts in respect of all outstanding Covered Bonds have been made available to the Company (with a copy Principal Paying Agent and have been returned to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before Issuer or after the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orGuarantors, as the case may be, such interest or other payment date with respect to such series of Notes.as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) The Company it will maintain a Paying Agent (which may revoke its appointment of any be the Principal Paying Agent) and an N Covered Bond Paying Agent hereunder upon not less than thirty (30) days' notice to that effect to each of having a specified office in a city approved by the applicable Agent and the Indenture Trustee.Bond Trustee in Europe;
(c) The appointment so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of any Bearer Covered Bonds) which may be the Principal Paying Agent hereunder shall terminate forthwith if and a Transfer Agent (in the case of Registered Covered Bonds) 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 as the case may be, other relevant authority;
(d) so long as any of the following events Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States; and
(e) the Issuer will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with or introduced in order to conform to such Directive, if any (if there is any such Member State), provided that the Issuer shall not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in a Member State of the European Union unless at least one Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5. Any variation, termination, appointment or change shall occur 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 13.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or arise; namelyremoval under Clauses 25.3 or 25.5 of the Principal Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registrar, such as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, 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 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company , a Successor Agent which shall be a reputable financial institution of good standing may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been be appointed by the Company by Issuer and the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation Guarantors with the Company as may be practicable under the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions prior written approval of the Notes in question) Bond Trustee. Upon the appointment of a Successor Agent and give notice of such appointment in accordance with the terms and conditions of such 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 any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge acceptance by it of its duties appointment and responsibilities hereunder.
(g) Any corporation into which any other than in case of insolvency of the Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent when it shall be a party, or any corporation succeeding of immediate effect) upon expiry of the notice to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to under Clause 28, the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it so superseded shall give notice to the Company (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 7.16 on or prior to the date of such change) publish or cause cease to be published notice thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the samean Agent under this Agreement.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Changes in Agents. (a) Any 19.1 Subject to Clause 19.2, any Agent may resign its appointment as the agent of the Issuers hereunder and/or in relation to any Series of Notes upon the expiration of not less than thirty (30) 45 days' written notice to that effect by such Agent to the Company Issuers (with a copy to the Indenture Trustee); Trustee and, if necessary, to the Issue and Paying Agent) provided, however, that that:
(a) in relation to any Series of Notes, any such notice which would otherwise expire within thirty (30) 30 days before or after the Maturity Date maturity date of such Series or any interest or other payment date of a series of Notes in relation to any such Series shall be deemed deemed, in relation to such Series only, to expire on the thirtieth (30th) 30th day following the Maturity Date such maturity date or, as the case may be, such interest or other payment date with respect to such series of Notes.date;
(b) in respect of each Series of Notes, if any resignation would otherwise cause a breach of the provisions of Condition 13, no such resignation shall be effective until a successor thereto has been appointed by the relevant Issuer and previously approved in writing by the Trustee as the agent of the relevant Issuer in relation to such Series of Notes and notice of such appointment has been given in accordance with the Conditions; and
(c) in the case of Non-Book Entry Notes there will at all times be an Issue and Paying Agent and, in respect of Registered Notes, a Registrar;
(d) in the case of Book-Entry Notes, there will at all times be a Portuguese Paying Agent;
(e) so long as any of the Book-Entry Notes are registered with Interbolsa there will at all times be a Portuguese Paying Agent having a specified office in such place of registration and complying with any requirements that may be imposed by the rules and regulations of Interbolsa; and
(f) so long as any of 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 with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or as the case may be, other relevant authority.
19.2 Notwithstanding Clause 19.1, the Issue and Paying Agent, the Portuguese Paying Agent and the Registrar may (subject as provided in subclause 19.4) at any time resign only by giving at least 90 days' written notice to the relevant Issuer specifying the date on which its resignation shall become effective.
19.3 The Company Issuers may revoke its the appointment of any Agent hereunder upon (subject as provided in subclause 19.4) in relation to any Series of Notes by not less than thirty (30) 45 days' notice to that effect to such Agent provided, however, that in respect of each Series of Notes, if any revocation would otherwise cause a breach of the applicable Agent provisions of Condition 13, no such revocation shall be effective until a successor thereto has been appointed by the Issuers with the prior approval in writing of the Trustee as the agent of the Issuers in relation to such Series of Notes and notice of such appointment has been given in accordance with the Indenture TrusteeConditions.
19.4 Any resignation under subclause 19.2 or removal of the Issue and Paying Agent, the Portuguese Paying Agent or the Registrar under subclauses 19.3 or 19.5 shall only take effect upon the appointment by the Issuers of a successor Issue and Paying Agent, successor Portuguese Paying Agent or successor Registrar, as the case may be, and (cother than in cases of insolvency of the Issue and Paying Agent, the Portuguese Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 21. The Issuers agree with the Issue and Paying Agent, the Portuguese Paying Agent or the Registrar, as the case may be, that if, by the day falling 10 days before the expiry of any notice under subclause 19.2, the Issuers have not appointed a successor Issue and Paying Agent, the Portuguese Paying Agent or the Registrar then the Issue and Paying Agent, the Portuguese Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers, to appoint in its place as a successor Issue and Paying Agent, successor Portuguese Paying Agent or successor Registrar, as the case may be, a reputable financial institution of good standing which the relevant Issuer shall approve.
19.5 The appointment of any Agent as the agent of the Issuers hereunder and in relation to each relevant Series of Notes shall terminate forthwith if any of the following events or circumstances shall occur or arise; namely, if:
(a) such Agent becomes incapable of acting; ;
(b) such Agent is adjudged bankrupt or insolvent; ;
(c) such Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator administrator, liquidator or other similar official of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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, a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the relevant Issuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 17, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
19.6 Subject to subclause 19.1, the relevant Issuer may, after prior consultation with the Issue and Paying Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Issue and Paying Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (dother than in the case of insolvency).
19.7 Subject to subclause 19.1, all or any of the Paying Agents (other than the Issue and Paying Agent) may resign their respective appointments under this Agreement at any time by giving the relevant Issuer and the Issue and Paying Agent at least 45 days' written notice to that effect.
19.8 The Company Issuers may (and shall where necessary to comply with the terms and conditions of a series of NotesConditions) appoint substitute or additional Agents agents, with the prior written approval of the Trustee (in the case of Non-Book-Entry Notes), in relation to any such the Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, hereto and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in question) and give notice of such appointment in accordance with the terms and conditions of such 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 IndentureAgreement.
(f) 19.9 Upon any resignation or revocation removal becoming effective effective, under this Section 7.16Clause 19, the relevant Paying Agent or the Registrar shall:
(ia) be released and discharged from its obligations under this IndentureAgreement but without prejudice to any rights or obligations accrued 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 15, Clause 16 and this Clause 19);
(iib) repay to the Issuers such part of any fee paid to it in accordance with Clause 15.1 as may be agreed between the relevant Paying Agent or the Registrar and the Issuers;
(c) in the case of the Issue and Paying Agent, deliver to the Company Issuers, the successor Issue and Paying Agent and to the successor Paying Agent Trustee, a copy, certified as true and up-to-up to date by an officer of the retiring Issue and Paying Agent, of the records maintained by it in accordance with Section 3.04Clause 12;
(iiid) in the case of the a Registrar, deliver to the Company Issuers, the successor Registrar and to the successor Registrar Trustee, a copy, certified as true and up-to-up to date by an officer of the retiring such Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;Clause 14; and
(ive) in the case forthwith (upon payment to it of the Calculation Agent, deliver any amount due to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vClause 15 or Clause 16) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money moneys and papers (including any unissued Temporary Global Notes and/or Notes, Permanent Global Notes, Definitive Bearer Notes, Receipts, Coupons, Talons or, as the case may be, Registered Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(gf) Any corporation into which any Upon its appointment becoming effective, a successor or new Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formalityaction, whereupon become vested with all the parties hereto authority, rights, powers, duties and such successor agent shall thereafter have obligations of its predecessor or, as the case may be, an Agent with the same rights and obligations among them effect as would have been the case had they then entered into if originally named as an agreement in the form mutatis mutandis of Agent under this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties heretoAgreement.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 25.1 Each of the Issuer and the Guarantor agrees, for the benefit of the Bond Trustee, that, for so long as any Covered Bond is outstanding, or until funds for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Issuing and Paying Agent and have been returned to the Issuer or the Guarantor, as the case may be, as provided in this Agreement:
(a) Any there will at all times be a Issuing and Paying Agent and a Registrar;
(b) it will so long as any Covered Bond is outstanding, maintain a Paying Agent (which may resign its appointment hereunder upon be the expiration Issuing and Paying Agent) having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bond is listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of not less than thirty Bearer Covered Bonds) and a Transfer Agent (30in the case of Registered Covered Bonds) days' notice to that effect to the Company (with a copy to specified office in such place as may be required by the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after rules and regulations of the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date relevant stock exchange or, as the case may be, such interest or other payment date with respect to such series of Notes.
(b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable Agent and the Indenture Trustee.
(c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise; namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in 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; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; 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 any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.relevant authority;
(d) The Company may (and shall where necessary to comply with so long as any of the terms and conditions of Registered Global Covered Bonds payable in a series of Notes) appoint substitute Specified Currency other than U.S. dollars are held through DTC or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereofits nominee, whereupon the parties hereto, and such substitute or additional agents shall thereafter, have the same rights and obligations among them as would have been the case had they then entered into there will at all times be an agreement in the form mutatis mutandis of this Indenture.Exchange Agent; and
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and it will ensure that it maintains a successor of such Paying Agent in relation a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26 to 27 November 2000 or any law implementing or complying with, or introduced in order to conform to any such Notes has not been appointed by directive, provided that the Company by the tenth (10th) day before the expiration of such noticeIssuer will not, such Agent may itself, following such consultation with the Company as may be practicable under the any circumstances, be obliged to maintain a Paying Agent with a specified office in such Member State unless at least one European Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantor will forthwith appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions of the Notes in question) and give notice of such appointment in accordance with the terms and conditions of such 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 a Paying Agent having a specified office in the form mutatis mutandis of this Indenture.
United States in the circumstances described in Condition 5.5. Any variation, termination, appointment or change will only take effect (f) Upon any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) other than in the case of the Paying Agentinsolvency (as provided in Section 26.5), deliver when it will be of immediate effect) after not less than 30 nor more than 45 days’ prior notice will have been given to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it Covered Bondholders in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunderCondition 13.
(g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 Each of the relevant 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 relevant Issuer or the Guarantor as the case may be, as provided herein:
(a) 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, which may be the Principal Paying Agent, and (whilst any Registered Notes are outstanding) 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 any other relevant authority;
(b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstanding, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor is incorporated. In addition, the relevant Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.5. Any Agent may resign its variation, termination, appointment hereunder upon or change shall only take effect (other than in the expiration case of insolvency (as provided in subclause 24.5 below), when it shall be of immediate effect) after not less than thirty 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 16.
24.2 Each of the Principal Paying Agent and the Registrar may (30subject as provided in subclause 24.4 below) at any time resign as such by giving at least 45 days' written notice to the relevant Issuer, the Guarantor and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below) be removed at any time by the relevant Issuer and the Guarantor on at least 45 days' notice to that by the filing with it of an instrument in writing signed on behalf of the relevant Issuer and the Guarantor specifying such removal and the date when it shall become effective.
24.4 Any resignation under subclause 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 24.3 or 24.5 shall only take effect to upon the Company (with a copy to appointment by the Indenture Trustee); relevant Issuer and the Guarantor, as hereinafter 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 a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orsuccessor Principal Paying Agent or Registrar, as the case may be, such interest and (other than in cases of insolvency of the Principal Paying Agent or other payment date with respect to such series the Registrar, as the case may be) on the expiry of Notes.
(b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' the notice to that effect to be given under clause 26. The relevant Issuer and the Guarantor each of agree with the applicable Principal Paying Agent and the Indenture TrusteeRegistrar that if, by the day falling ten days before the expiry of any notice under subclause 24.2, the relevant Issuer and the Guarantor has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the Guarantor, to appoint as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Trustee shall approve in writing, which approval shall not be unreasonably withheld or delayed.
(c) The appointment of 24.5 In case at any time any Agent hereunder shall terminate forthwith if any of the following events resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed , or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or if any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor Agent which shall be a reputable financial institution of such Agent good standing approved in relation to such Notes has not been writing by the Trustee may be appointed by the Company relevant Issuer and the Guarantor by an instrument in writing filed with the tenth (10th) day before successor. Upon the expiration appointment as aforesaid of a successor Agent and acceptance by it of such noticeappointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 the Agent so superseded shall cease to be an Agent hereunder.
24.6 Subject to subclause 24.1, such Agent may itselfthe relevant Issuer and the Guarantor may, following such after prior consultation with the Company as may be practicable under the circumstances, appoint as its successor any reputable Principal Paying Agent and experienced bank or financial institution (which will ensure compliance with the terms and conditions prior written approval of the Notes Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in question) and give notice of such appointment writing to that effect (other than in accordance with the terms and conditions of such 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 Indentureinsolvency).
24.7 Subject to subclause 24.1, all or any of the Agents (fother than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect.
24.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Paying Agent, deliver to the Company and to the successor Principal Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money moneys and papers (including any unissued Global Notes and/or Definitive records, and all Bearer Notes) , Receipts, Coupons and Talons surrendered to it but not yet destroyed, held by it hereunder to the successor Agent hereunder; and
(b) be entitled to the payment by the relevant Issuer (failing which, where the relevant Issuer is UUWF, the Guarantor) of its successor in that capacity andcommissions, upon appropriate notice, provide reasonable assistance to such successor fees and expenses for the discharge by it services theretofore rendered hereunder in accordance with the terms of its duties and responsibilities hereunderclause 18.
(g) Any corporation into which any 24.9 Upon its appointment becoming effective, a successor or new Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formalityact, whereupon deed or conveyance, become vested with all the parties hereto and such successor agent shall thereafter have the same rights authority, rights, powers, trusts, immunities, duties and obligations among them of its predecessor or, as would have been the case had they then entered into may be, an agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties heretoAgent with like effect as if originally named as an Agent hereunder.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 25.1 The relevant 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 relevant Issuer as provided herein:
(a) there will at all times be a Principal Paying Agent;
(b) there will at all times be a Registrar with a specified office outside the United Kingdom;
(c) 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, (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;
(d) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee in continental Europe other than any such jurisdiction in which the relevant Issuer is incorporated or resident for tax purposes; and
(e) 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 London. In addition, the relevant 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 third paragraph of Condition 5(e). Any variation, termination, appointment or change in relation to any Series of Notes shall only take effect (other than in the case of insolvency (as provided in subclause 25.5 below) or of an Agent may resign its appointment hereunder upon the expiration which is an FFI failing to become, or ceasing to be, a Participating FFI, when it shall be of immediate effect) after not less than thirty (30) 30 nor more than 45 days' prior notice to that effect thereof shall have been given to the Company (holders of the relevant Series of Notes in accordance with a copy to the Indenture Trustee); provided, however, Condition 13 and provided that any no such notice which would otherwise shall expire within thirty (30) less than 30 days before or after any due date for the Maturity Date payment in respect of any Note or Coupon of such Series.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4 below) at any interest time resign as such by giving at least 90 days' written notice to the relevant Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4 below) be removed at any time by the relevant Issuer, with the prior written approval of the Trustee, on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of the relevant Issuer specifying such removal and the date when it shall become effective. Notwithstanding the previous sentence, each of the Principal Paying Agent and the Registrar may be removed by the relevant Issuer immediately if the Principal Paying Agent or other payment date of a series of Notes shall be deemed to expire on the thirtieth Registrar (30th) day following the Maturity Date or, as the case may be, such interest ) does or other payment date with respect is obliged to such series of Notesinform the relevant Issuer pursuant to clause 23.5 that it ceases to be exempt from FATCA Withholding Tax or that it fails to become or has ceased to be a Participating FFI.
25.4 Any resignation under subclauses 25.2 or 25.7 or removal under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the relevant Issuer, as hereinafter provided, of a successor Agent and (bother than in the case of insolvency of the Agent or where the Agent is an FFI and does not become or ceases to be a Participating FFI) on the expiry of the notice to be given under Clause 27. The Company may revoke its appointment relevant Issuer agrees that if, by the day falling ten days before the expiry of any notice under subclause 25.2 or subclause 25.7, the relevant Issuer has not appointed a successor Agent hereunder upon not less than thirty (30) days' notice to that effect to each approved by the Trustee, then the relevant Agent shall be entitled, on behalf of the applicable relevant Issuer, to appoint as a successor Agent in its place a reputable financial institution of good standing which the relevant Issuer and the Indenture TrusteeTrustee shall approve which approval shall not be unreasonably withheld or delayed.
(c) The appointment of 25.5 In case at any time any Agent hereunder shall terminate forthwith if any of the following events resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed , or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or if any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (liquidation or, at any time, where any Paying Agent is an FFI and shall where necessary does not become or ceases to comply with the terms and conditions of be a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereofParticipating FFI, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent (which shall be a reputable financial institution approved in relation to such Notes has not been writing by the Trustee) may be appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in question) and give notice of such appointment relevant Issuer in accordance with the terms of this Agreement with the prior written consent of the Trustee by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and conditions acceptance by it of such Notesappointment and (other than in case of insolvency of the 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 27 the Agent so superseded shall cease to be an Agent hereunder.
25.6 Subject to subclause 25.1, whereupon in relation to any Series of Notes the parties hereto relevant Issuer may, after prior consultation with the Principal Paying Agent and such successor agent shall thereafter have with the same rights prior written consent of the Trustee, terminate the appointment of any of the other Agents at any time and/or, after prior consultation with the Principal Paying Agent and obligations among them as would have been the Trustee, appoint one or more further or other Agents, in each case by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case had they then entered into of insolvency or where the Agent is an agreement in the form mutatis mutandis of this IndentureFFI and does not become or ceases to be a Participating FFI).
(f) 25.7 Subject to subclause 25.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect.
25.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(ia) be released and discharged from its obligations under this Indenture;
(ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money moneys and papers (including any unissued Global Notes and/or Definitive Notes) records held by it hereunder to its the successor in that capacity Agent hereunder; and
(b) be entitled to the payment by the relevant Issuer of any outstanding commissions, upon appropriate notice, provide reasonable assistance to such successor fees and expenses for the discharge by it services therefor rendered hereunder in accordance with the terms of its duties and responsibilities hereunderClause 19.
(g) Any corporation into which any 25.9 Upon its appointment becoming effective, a successor or new Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formalityact, whereupon deed or conveyance, become vested with all the parties hereto and such successor agent shall thereafter have the same rights authority, rights, powers, trusts, immunities, duties and obligations among them of its predecessor or, as would have been the case had they then entered into may be, an agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties heretoAgent with like effect as if originally named as an Agent hereunder.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 22.1 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:
(a) Any Agent so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may resign its appointment hereunder upon be the expiration of not less than thirty (30) days' notice to that effect to Principal Paying Agent, and a Transfer Agent, which may be the Company (Registrar, with a copy to specified office in the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after place required by the Maturity Date rules and regulations of the relevant Stock Exchange or any interest or other payment date relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar;
(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; and
(d) whenever a function expressed in the Conditions of the Subordinated Notes to be performed by the Agent Bank fails to be performed, the Issuer will appoint and (for so long as such function is required to be performed) there will at all times be an Agent Bank. In addition, the Issuer shall with the prior written approval of the Trustee immediately appoint a series Paying Agent having a specified office in New York City in the circumstances described in Condition 6.6 of the Senior Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date with respect to such series of Notes.
(b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each Condition 6.5 of the applicable Subordinated Notes. Any variation, termination, appointment or change of the Principal Paying Agent and the Indenture Trustee.
Registrar shall only take effect (c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise; namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in 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; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; 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 any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in question) and give notice of such appointment in accordance with the terms and conditions of such 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 any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) than in the case of insolvency (as provided in subclause 22.5), 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 of the Senior Notes or, as the case may be, Condition 16 of the Subordinated Notes.
22.2 The Principal Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company Bank and the other parties hereto.
Registrar may (hsubject as provided in subclause 22.4) If at any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give time resign by giving at least 60 days' written notice to the Company (with a copy to Issuer and the Indenture Trustee) of the address of the new specified office stating Trustee specifying the date on which such change is to take effectits resignation shall become effective.
22.3 The Principal Paying Agent, which date shall the Agent Bank and the Registrar may (subject as provided in subclause 22.4) be not less than thirty (30) days after removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.
22.4 Any resignation under subclause 22.2 or removal of such notice. The relevant the Principal Paying Agent, the Agent Bank or the Registrar under subclauses 22.3 or 22.5 shall at its own expense not less than fourteen (14) days prior to the date on which such change is to only take effect (unless upon the appointment by the Issuer of a successor Principal Paying Agent, the Agent Bank or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the relevant Principal Paying Agent, the Agent is to terminate pursuant to any Bank or the Registrar, as the case may be) on the expiry of the foregoing provisions of this Section 7.16 on or prior to the date of such change) publish or cause notice to be published notice thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.given under clause
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (a) 16.1 Any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent may resign its appointment without assigning any reason therefor and without being responsible for any costs (other than its own) occasioned by such resignation as the agent of the Issuer hereunder and/or in relation to any Series of Notes upon the expiration of not less than thirty (30) days' notice to that effect by such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent to the Company Issuer (with a copy to the Indenture Trustee); Trustee and, if necessary, to the Agent) provided, however, that that:
(a) in relation to any Series of Notes any such notice which would otherwise expire within thirty (30) days before or after the Maturity Date maturity date of such Series or any interest or other payment date of a series of Notes in relation to any such Series shall be deemed deemed, in relation to such Series only, to expire on the thirtieth (30th) day following the Maturity Date such maturity date or, as the case may be, such interest or other payment date with respect to such series of Notes.date; and
(b) in respect of any Series of Notes, in the case of the Principal Paying Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, with its specified office in a European city or, so long as such Notes are admitted to trading on the Luxembourg Stock Exchange and/or, listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation system, the Paying Agent, the Transfer Agent or the Registrar with its specified office in Luxembourg and/or in such other place as may be required by the rules of such listing authority, stock exchange and/or quotation system, or, in the circumstances described in Condition 9A.4, the Paying Agent with its specified office in New York City, such resignation shall not be effective until a successor thereto has, with the prior written approval of the Trustee, been appointed by the Issuer as the agent of the Issuer in relation to such Series of Notes or in accordance with Clause 16.5 and notice of such appointment has been given in accordance with the Conditions.
16.2 The Company Issuer may revoke its appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent as its agent hereunder upon and/or in relation to any Series of Notes by not less than thirty (30) days' notice to that effect to each such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent (with a copy to the Trustee and, if necessary, the Principal Paying Agent) provided, however, that in respect of any Series of Notes, in the case of the applicable Principal Paying Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, with its specified office in a continental European city or, so long as such Notes are admitted to trading on the Luxembourg Stock Exchange and/or listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation system, the Paying Agent, Registrar or Transfer Agent with its specified office in Luxembourg and/or in such other place as may be required by the rules of such listing authority, stock exchange and/or quotation system, in the circumstances described in Condition 9A.4, the Paying Agent with its specified office in New York City, such revocation shall not be effective until a successor thereto has, with the prior written approval of the Trustee, been appointed by the Issuer as the agent of the Issuer in relation to such Series of Notes and notice of such appointment has been given in accordance with the Indenture TrusteeConditions.
(c) 16.3 The appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent as the agent of the Issuer hereunder and in relation to each relevant Series of Notes shall terminate forthwith if any of the following or similar events or circumstances shall occur or arise; , namely: such Paying Agent or, such as the case may be, the Registrar, Transfer Agent or Calculation Agent becomes incapable of acting; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent is adjudged bankrupt or insolvent; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent files a voluntary petition in 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; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent; a receiver, administrator or other similar official of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
(d) 16.4 The Company Issuer may (and shall where necessary to comply with the terms and conditions Conditions) with the prior written approval of a series of Notes) the Trustee, appoint substitute or additional Agents agents (any such successor or additional agent shall be a reputable and experienced financial institution that complies with the eligibility requirements of the clearing systems) in relation to the Notes at any such Notes time and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, hereto and such substitute or additional agents shall thereafter, 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 IndentureAgreement.
(e) If 16.5 If, in relation to any Series of Notes, any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent gives notice of its resignation in accordance with this Section 7.16Clause 16.1, the provisions of paragraph (b) of Clause 16.1 apply and by the tenth day before the expiration of such notice a successor to such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent as the agent of such Agent the Issuer in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such noticeIssuer, such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent may itself, following such consultation with the Company Issuer as may be practicable under in the circumstances, and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution that complies with the eligibility requirements of the clearing systems (and which will ensure compliance with the terms and conditions of the Notes in questionConditions) and give notice of such appointment in accordance with the terms and conditions of such NotesConditions, 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 IndentureAgreement.
(f) 16.6 Upon any resignation or revocation becoming effective under this Section 7.16Clause 16, the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent shall:
(ia) be released and discharged from its obligations under this IndentureAgreement (save that it shall remain entitled to the benefit of and subject to and bound by (as appropriate) the provisions of Clause 10.10, Clause 12.12, Clause 13.4, Clause 14.3, ▇▇▇▇▇▇ 15 and this Clause 16);
(iib) repay forthwith 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, as the case may be, Registrar, Transfer Agent or Calculation Agent and the Issuer;
(c) in the case of the Principal Paying Agent, deliver to the Company Issuer and to the successor Principal Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Principal Paying Agent, of the records maintained by it in accordance with Section 3.04Clause 10;
(iiid) in the case of the a Registrar, deliver to the Company Issuer and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring such Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07Clause 12;
(ive) in the case of the a Calculation Agent, deliver to the Company Issuer and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring such Calculation Agent, Agent of the records maintained by it in accordance with Section 7.15Clause 13.3; and
(vf) forthwith (upon payment to it by the Company of all amounts owed any amount due to it, forthwith it in accordance with Clause 14 or Clause 15.4) transfer all money moneys and papers (including any unissued Temporary Global Notes and/or Notes, Permanent Global Notes, Definitive Notes) , Coupons, Talons or Certificates held by it hereunder hereunder) to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) 16.7 Any corporation into which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent may be merged or converted, any corporation with which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable lawlaw and provided it shall be a reputable bank or trust company in good standing, be the successor to such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent as agent of the Issuer hereunder and in relation to the affected Notes without any further formality, 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 IndentureAgreement. Notice of any such merger, conversion, conversion or consolidation or succession shall forthwith be given by such successor to the Company Issuer and the other parties heretohereto and to the Noteholders in accordance with Condition 14.
(h) 16.8 If any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company Issuer and the Trustee (with a copy copy, if necessary, to the Indenture TrusteePrincipal 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 thirty (30) days after the date of such notice. The relevant Paying Agent, Registrar, Transfer Agent or Calculation 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 Paying Agent, Registrar, Transfer Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 7.16 Clause 16 on or prior to the date of such change) publish or cause to be published notice thereof. Upon thereof in accordance with the execution hereof and thereafter forthwith upon any change of the same, the Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the sameConditions.
Appears in 1 contract
Sources: Issuing and Paying Agency Agreement
Changes in Agents. 25.1 The relevant 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 relevant Issuer as provided herein:
(a) there will at all times be a Principal Paying Agent;
(b) there will at all times be a Registrar with a specified office outside the United Kingdom;
(c) 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, (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;
(d) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee in continental Europe other than any such jurisdiction in which the relevant Issuer is incorporated or resident for tax purposes; and
(e) 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 London. In addition, the relevant 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 third paragraph of Condition 5(e). Any variation, termination, appointment or change in relation to any Series of Notes shall only take effect (other than in the case of insolvency (as provided in subclause 25.5 below) or of an Agent may resign its appointment hereunder upon the expiration which is an FFI failing to become, or ceasing to be, a Participating FFI, when it shall be of immediate effect) after not less than thirty (30) 30 nor more than 45 days' prior notice to that effect thereof shall have been given to the Company (holders of the relevant Series of Notes in accordance with a copy to the Indenture Trustee); provided, however, Condition 13 and provided that any no such notice which would otherwise shall expire within thirty (30) less than 30 days before or after any due date for the Maturity Date payment in respect of any Note or Coupon of such Series.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4 below) at any interest time resign as such by giving at least 90 days' written notice to the relevant Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4 below) be removed at any time by the relevant Issuer, with the prior written approval of the Trustee, on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of the relevant Issuer specifying such removal and the date when it shall become effective. Notwithstanding the previous sentence, each of the Principal Paying Agent and the Registrar may be removed by the relevant Issuer immediately if the Principal Paying Agent or other payment date of a series of Notes shall be deemed to expire on the thirtieth Registrar (30th) day following the Maturity Date or, as the case may be, such interest ) does or other payment date with respect is obliged to such series of Notesinform the relevant Issuer pursuant to subclause 23.5 that it ceases to be exempt from FATCA Withholding Tax or that it fails to become or has ceased to be a Participating FFI.
25.4 Any resignation under subclauses 25.2 or 25.7 or removal under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the relevant Issuer, as hereinafter provided, of a successor Agent and (bother than in the case of insolvency of the Agent or where the Agent is an FFI and does not become or ceases to be a Participating FFI) on the expiry of the notice to be given under Clause 27. The Company may revoke its appointment relevant Issuer agrees that if, by the day falling ten days before the expiry of any notice under subclause 25.2 or subclause 25.7, the relevant Issuer has not appointed a successor Agent hereunder upon not less than thirty (30) days' notice to that effect to each approved by the Trustee, then the relevant Agent shall be entitled, on behalf of the applicable relevant Issuer, to appoint as a successor Agent in its place a reputable financial institution of good standing which the relevant Issuer and the Indenture TrusteeTrustee shall approve which approval shall not be unreasonably withheld or delayed.
(c) The appointment of 25.5 In case at any time any Agent hereunder shall terminate forthwith if any of the following events resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed , or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or if any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (liquidation or, at any time, where any Paying Agent is an FFI and shall where necessary does not become or ceases to comply with the terms and conditions of be a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereofParticipating FFI, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent (which shall be a reputable financial institution approved in relation to such Notes has not been writing by the Trustee) may be appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in question) and give notice of such appointment relevant Issuer in accordance with the terms of this Agreement with the prior written consent of the Trustee by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and conditions acceptance by it of such Notesappointment and (other than in case of insolvency of the Agent or where the Agent is an FFI and does not become or ceases to be a Participating FFI w hen it shall be of immediate effect) upon expiry of the notice to be given under Clause 27 the Agent so superseded shall cease to be an Agent hereunder.
25.6 Subject to subclause 25.1, whereupon in relation to any Series of Notes the parties hereto relevant Issuer may, after prior consultation with the Principal Paying Agent and such successor agent shall thereafter have with the same rights prior written consent of the Trustee, terminate the appointment of any of the other Agents at any time and/or, after prior consultation with the Principal Paying Agent and obligations among them as would have been the Trustee, appoint one or more further or other Agents, in each case by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notic e in writing to that effect (other than in the case had they then entered into of insolvency or where the Agent is an agreement in the form mutatis mutandis of this IndentureFFI and does not become or ceases to be a Participating FFI).
(f) 25.7 Subject to subclause 25.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect.
25.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(ia) be released and discharged from its obligations under this Indenture;
(ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money moneys and papers (including any unissued Global Notes and/or Definitive Notes) records held by it hereunder to its the successor in that capacity Agent hereunder; and
(b) be entitled to the payment by the relevant Issuer of any outstanding commissions, upon appropriate notice, provide reasonable assistance to such successor fees and expenses for the discharge by it services therefor rendered hereunder in accordance with the terms of its duties and responsibilities hereunderClause 19.
(g) Any corporation into which any 25.9 Upon its appointment becoming effective, a successor or new Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formalityac t, whereupon deed or conveyance, become vested with all the parties hereto and such successor agent shall thereafter have the same rights authority, rights, powers, trusts, immunities, duties and obligations among them of its predecessor or, as would have been the case had they then entered into may be, an agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties heretoAgent with like effect as if originally named as an Agent hereunder.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (a1) Any Agent may resign its appointment hereunder upon CNH Industrial and CIFE agree that, for so long as any Note is outstanding, or until moneys for the expiration payment of not less than thirty (30) days' notice to that effect all amounts in respect of all outstanding Notes have been made available to the Company (with a copy Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty relevant Issuer or (30in the case of Guaranteed Notes) days before or after the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orGuarantor, as the case may be, such interest or other payment date 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent, with respect to such series a specified office in the place required by the rules and regulations of Notes.the relevant Stock Exchange;
(b) The Company may revoke its appointment there will at all times be a Principal Paying Agent, and, in the case of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable Agent CMU Notes, a CMU Lodging and the Indenture Trustee.Paying Agent; and
(c) The there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) where CNH Industrial is the Issuer or Guarantor in respect of an issuance of Notes, the United Kingdom. In addition, the relevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI (as provided in subclause (11)), 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.
(2) Each of the Principal Paying Agent, and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) at any time resign by giving at least 90 days' written notice to CNH Industrial and CIFE, specifying the date on which its resignation shall become effective.
(3) Each of the Principal Paying Agent, and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) be removed at any time by CNH Industrial and/or CIFE on at least 45 days' notice in writing from CNH Industrial and/or CIFE (as the case may be) specifying the date when the removal shall become effective.
(4) Any resignation under subclause (2) or removal of the Principal Paying Agent or the CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by CNH Industrial and/or CIFE of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 24. Each of CNH Industrial and CIFE jointly and severally agree with the Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause (2), CNH Industrial or CIFE have not appointed a successor Principal Paying Agent hereunder or CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall terminate forthwith if be entitled, on behalf of CNH Industrial and CIFE, to appoint as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which CNH Industrial and CIFE shall approve (such approval not to be unreasonably withheld or delayed).
(5) In case at any of the following events time any Agent resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by CNH Industrial and CIFE. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24, the Agent so superseded shall cease to be an Agent under this Agreement.
(d6) The Company may Subject to subclause (and shall where necessary to comply 1), CNH Industrial and/or CIFE may, after prior consultation with the terms and conditions Principal Paying Agent, terminate the appointment of a series any of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon Agents at any time and/or appoint one or more further or other Agents by giving to the parties hereto, Principal Paying Agent and such substitute or additional agents shall thereafter, have to the same rights and obligations among them as would have been relevant other Agent at least 45 days' notice in writing to that effect (other than in the case had they then entered into of insolvency or where the Agent is an agreement in the form mutatis mutandis of this IndentureFFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI).
(e7) If Subject to subclause (1), all or any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in questionAgents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving CNH Industrial and give CIFE and the Principal Paying Agent at least 45 days' written notice of such appointment in accordance with the terms and conditions of such 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 Indentureto that effect.
(f) 8) Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, deliver to the Company immediately transfer all moneys and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment to it by each Issuer (failing which, where the Company Issuer is CIFE, the Guarantor) of all amounts owed to itthe commissions, forthwith transfer all money fees and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor expenses payable in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it respect of its duties and responsibilities hereunderservices under this Agreement before termination in accordance with the terms of clause 16.
(g9) Any corporation into which Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be merged or convertedremoved at any time as soon as practicable, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to terminate pursuant become, or ceases to any of be, a Participating FFI or a Registered Deemed-Compliant FFI, on notice in writing from the foregoing provisions of this Section 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the samerelevant Issuer.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 26.1 Each of the Issuer and the Guarantor agrees, for the benefit of the Bond Trustee, that, for so long as any Covered Bond is outstanding, or until funds for the payment of all amounts in respect of all outstanding Covered Bonds 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:
(a) Any there will at all times be a Principal Paying Agent and a Registrar;
(b) it will so long as any Covered Bond is outstanding, maintain a Paying Agent (which may resign its appointment hereunder upon be the expiration Principal Paying Agent) having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bond is listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of not less than thirty Bearer Covered Bonds) and a Transfer Agent (30in the case of Registered Covered Bonds) days' notice to that effect to the Company (with a copy to specified office in such place as may be required by the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after rules and regulations of the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date relevant stock exchange or, as the case may be, such interest or other payment date with respect to such series of Notes.relevant authority;
(bd) The Company may revoke so long as any of the Registered Global Covered Bonds 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; and
(e) it 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 European Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26 to 27 November 2000 or any law implementing or complying with, or introduced in order to conform to any such directive, provided that the Issuer will not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in such Member State unless at least one European Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantor will forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5. Any variation, termination, appointment or change will only take effect (other than in the case of any Agent hereunder upon insolvency (as provided in Section 26.5), when it will be of immediate effect) after not less than thirty 30 nor more than 45 days’ prior notice will have been given to the Covered Bondholders in accordance with Condition 13.
26.2 Each of the Principal Paying Agent and the Registrar may (30subject as provided in Sections 26.1 and 26.4) at any time resign by giving at least 60 days' ’ written notice to that the Issuer, the Guarantor and the Bond Trustee specifying the date on which its resignation will become effective.
26.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Sections 26.1 and 26.4) be removed at any time by the Issuer and the Guarantor with the prior written approval of the Bond Trustee, which approval will not be unreasonably withheld, on at least 45 days’ notice in writing from the Issuer and the Guarantor specifying the date when the removal will become effective.
26.4 Any resignation under Section 26.2 or removal under Sections 26.3 or 26.5 of the Principal Paying Agent or the Registrar will only take effect upon the appointment by the Issuer and the Guarantor of a successor Principal Paying Agent or successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval will not be unreasonably withheld, 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 Article 29 (Notification of Changes to Agents). The Issuer and each of the applicable Guarantor agree with the Principal Paying Agent and the Indenture Registrar that if, by the day falling 10 days before the expiry of any notice under Section 26.2, the Issuer and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval will not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, will be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantor and the Bond Trustee will approve.
(c) The appointment of 26.5 In case at any time any Agent hereunder shall terminate forthwith if any of the following events resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor Agent which will be a reputable financial institution of such Agent in relation to such Notes has not been good standing may be appointed by the Company Issuer and the Guarantor with the prior written approval of the Bond Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the tenth Agent or when the Paying Agent is an FFI and does not become, or ceases to be, a Participating FFI, when it will be of immediate effect) upon expiry of the notice to be given under Article 29 (10thNotification of Changes to Agents), the Agent so superseded will cease to be an Agent under this Agreement.
26.6 Subject to Section 26.1, the Issuer and the Guarantor may, with the prior written approval of the Bond Trustee, which approval will not be unreasonably withheld, terminate the appointment of all or any of the Agents (other than the Principal Paying Agent and the Registrar) day before at any time and/or appoint one or more further or other Agents by giving to the expiration Principal Paying Agent and to the relevant other Agent notice in writing to that effect. Notwithstanding the foregoing, the Guarantor may revoke the appointment of such notice, any Agent in the event such Agent may itselfdefaults in the performance or observance of its covenants or breaches its representations and warranties made, following such consultation with the Company as may be practicable respectively, under the circumstancesSection 2.10.
26.7 Subject to Sections 26.1 and 26.4, appoint as its successor all or any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions of the Notes in questionAgents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor, the Bond Trustee and give the Principal Paying Agent at least 60 days’ written notice of such appointment in accordance with the terms and conditions of such 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 Indentureto that effect.
(f) 26.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shallwill:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying Agent, deliver to any other Paying Agent and the Company Registrar, immediately transfer all funds and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers Issuer (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate noticefollowing service of a Notice to Pay on the Guarantor, provide reasonable assistance to such successor for the discharge by it Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Article 21 (Commissions and Expenses).
26.9 Upon its appointment becoming effective, a successor or new Agent will, without any further action, become vested with all the authority, rights, powers, duties and responsibilities hereunderobligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
26.10 Notwithstanding anything to the contrary in this Agreement, if the unsecured, unsubordinated and unguaranteed debt obligations of a Paying Agent cease to be rated by the Rating Agencies at or above the Paying Agent Required Ratings at any time that (ga) Any corporation into the Guarantor is Independently Controlled and Governed, may, and (b) the Guarantor is not Independently Controlled and Governed, shall, terminate the appointment of such Paying Agent and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
26.11 Notwithstanding anything to the contrary in this Agreement, if an Issuer Event of Default (A) occurs and is continuing, or (B) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed, the Guarantor may terminate the appointment of an Agent which is the Issuer or an Affiliate of the Issuer and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
26.12 Upon any termination or resignation of an Agent hereunder, the Guarantor shall provide notice to CMHC of such termination or resignation and of such Agent’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders, and (iii) five (5) Toronto Business Days following such termination or resignation and replacement (unless the replacement Agent has yet to be identified at that time, in which case notice of the replacement Agent may be merged provided no later than ten (10) Toronto Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all resignation of the corporate agency business of such Agent, shall, and all information relating to the extent permitted replacement Agent required by applicable law, the CMHC Guide to be the successor provided to such Agent hereunder and CMHC in relation to the affected Notes without Agent and this Agreement, including any further formality, whereupon the parties hereto and new agreement with 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 replacement Agent or any amendments to this Agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 respect 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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying replacement Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Changes in Agents. (a) Any Agent may resign its appointment hereunder upon 25.1 Each of the expiration Issuer and the Guarantors agrees that, for so long as any Note is outstanding, or until moneys for the payment of not less than thirty (30) days' notice to that effect all amounts in respect of all outstanding Notes have been made available to the Company (with a copy Principal Paying Agent and have been returned to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before Issuer or after the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orGuarantors, as the case may be, such interest 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 payment date with respect to such series of Notes.relevant authority;
(b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable there will at all times be a Principal Paying Agent and the Indenture Trustee.a Registrar; and
(c) The there will at all times be a Paying Agent in a jurisdiction within Europe, other than any jurisdiction in which the Issuer or any Guarantor is incorporated.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in sub- clause 25.4) at any time resign by giving at least 90 days’ written notice to the Issuer, the Guarantors and the Trustee without giving any reason and without being responsible for any liabilities incurred by reason of such retirement and specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in sub- clause 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Trustee on at least 90 days’ notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective. For the avoidance of doubt, the Principal Paying Agent and the Registrar shall not be responsible for any liabilities incurred by reason of its removal.
25.4 Any resignation under sub-clause 25.2 or removal of the Principal Paying Agent or the Registrar under sub-clause 25.3 shall only take effect upon the appointment by the Issuer and the Guarantors of a successor 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 27. Each of the Issuer and the Guarantors agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under sub-clause 25.2, the Issuer and the Guarantors have not appointed a successor Principal Paying Agent hereunder 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 terminate forthwith if any be entitled, on behalf of the following events Issuer and the Guarantors, to appoint in its place as a successor Principal Paying Agent or circumstances Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Trustee shall occur approve. In case at any time any Agent resigns, or arise; namelyis removed, such Agent or becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor Agent which shall be a reputable financial institution of such Agent in relation to such Notes has not been good standing may be appointed by the Company Issuer and the Guarantors with the prior written approval of the Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the tenth Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement.
25.5 Subject to sub-clause 25.1, the Issuer and the Guarantors may, with the prior written approval of the Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days’ notice in writing to that effect (10th) day before other than in the expiration case of insolvency). For the avoidance of doubt, the other Agents shall not be responsible for any liabilities incurred by reason of such termination. If appointment of a new Agent has not become effective within 45 days of the date of such notice, such the Agent may itself, following such consultation with shall be entitled to appoint a successor on behalf of and at the Company as may be practicable under the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions cost of the Notes in questionIssuer and the Guarantors.
25.6 Subject to sub-clause 25.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantors, the Trustee and give the Principal Paying Agent at least 45 days’ written notice to that effect without giving any reason and without being responsible for any liabilities incurred by reason of such appointment in accordance with the terms and conditions of such 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 Indentureretirement.
(f) 25.7 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying Agent, deliver to Agent and the Company Registrar immediately transfer all moneys and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iiib) be entitled to have all costs in relation to its replacement (including, but not limited to, handover costs) paid by the case of Issuer (failing which, the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15Guarantors); and
(vc) upon be entitled to the payment to it by the Company Issuer (failing which, the Guarantors) of all amounts owed to itthe commissions, forthwith transfer all money fees and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor expenses payable in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it respect of its duties and responsibilities hereunderservices under this Agreement before termination in accordance with the terms of clause 19.
(g) Any corporation into which any 25.8 Upon its appointment becoming effective, a successor or new Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formalityaction, whereupon become vested with all the parties hereto authority, rights, powers, duties and such successor agent shall thereafter have obligations of its predecessor or, as the case may be, an Agent with the same rights and obligations among them effect as would have been the case had they then entered into if originally named as an agreement in the form mutatis mutandis of Agent under this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties heretoAgreement.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (a) Any Agent may resign its appointment hereunder upon 23.1 Each of the expiration Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of not less than thirty (30) days' notice to that effect all amounts in respect of all outstanding Notes have been made available to the Company (with a copy Principal Paying Agent and have been returned to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before Issuer or after the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orGuarantor, as the case may be, such interest as provided in this Agreement:
(a) 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, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place as may be required by the rules and regulations of the relevant Stock Exchange or other payment date with respect to such series of Notes.relevant authority;
(b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable there will at all times be a Principal Paying Agent and the Indenture Trustee.a Registrar; and
(c) The if, and for so long as, it may be necessary (in the context of Condition 8(i)) for a Noteholder to present any Note or Coupon to a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer or the Guarantor, as applicable, is incorporated in order to receive gross payment, there will at all such 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 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 (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 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 (Notices).
23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 23.4) at any time resign by giving at least 90 days’ written notice to the Issuer, the Guarantor and the Trustee specifying the date on which its resignation shall become effective and without liability for any costs incurred by the Issuer or the Guarantor in relation to such resignation.
23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer and the Guarantor with the prior written approval of the Trustee on at least 45 days’ notice in writing from the Issuer and the Guarantor specifying the date when the removal shall become effective.
23.4 Any resignation under subclause 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 23.3 or 23.5 shall only take effect upon the appointment by the Issuer and the Guarantor of a successor 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 25. Each of the Issuer and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 23.2, the Issuer and the Guarantor have not appointed a successor Principal Paying Agent hereunder 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 terminate forthwith if any be entitled, on behalf of the following events Issuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent or circumstances Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantor and the Trustee shall occur approve.
23.5 In case at any time any Agent resigns, or arise; namelyis removed, such Agent or becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor Agent which shall be a reputable financial institution of such Agent in relation to such Notes has not been good standing may be appointed by the Company by Issuer and the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation Guarantor with the Company as may prior written approval of the Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be practicable of immediate effect) upon expiry of the notice to be given under clause 25, the circumstancesAgent so superseded shall cease to be an Agent under this Agreement.
23.6 Subject to subclause 23.1, appoint as its successor any reputable the Issuer and experienced bank or financial institution (which will ensure compliance the Guarantor may, with the terms and conditions prior written approval of the Notes Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days’ notice in question) and give notice of such appointment writing to that effect (other than in accordance with the terms and conditions of such 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 of insolvency, in which case the form mutatis mutandis termination of this Indentureappointment shall take event immediately upon notice).
23.7 Subject to subclause 23.1, all or any of the Agents (fother than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days’ written notice to that effect.
23.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying AgentAgent and the Registrar, deliver to the Company immediately transfer all moneys and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment to it by the Company Issuer (failing which, the Guarantor) of all amounts owed to itthe commissions, forthwith transfer all money fees and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor expenses payable in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it respect of its duties and responsibilities hereunderservices under this Agreement before termination in accordance with the terms of clause 18.
(g) Any corporation into which any 23.9 Upon its appointment becoming effective, a successor or new Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formalityaction, whereupon become vested with all the parties hereto authority, rights, powers, duties and such successor agent shall thereafter have obligations of its predecessor or, as the case may be, an Agent with the same rights and obligations among them effect as would have been the case had they then entered into if originally named as an agreement in the form mutatis mutandis of Agent under this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties heretoAgreement.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (a) Any Agent may resign its appointment hereunder upon the expiration of not less than thirty (30) days' notice to that effect to the Company (with a copy to the 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 a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date with respect to such series of Notesseries.
(b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' days notice to that effect to each of the applicable Agent and the Indenture TrusteeTrustee to that effect.
(c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise; , namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in 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; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; 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 any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, hereto and such substitute or additional agents shall thereafter, 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in questionsuch Notes) and give notice of such appointment in accordance with the terms and conditions of such 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 any resignation or revocation becoming effective under this Section 7.16Section, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring such Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the a Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring such Calculation Agent, Agent of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money monies and papers (including any unissued Global Notes and/or or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, party or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession asset transfer shall forthwith be given by such successor to the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Changes in Agents. (a) 16.1 Any Agent may resign its appointment as the agent of the Issuer hereunder and/or in relation to any Series of Obligations upon the expiration of not less than thirty (30) days' written notice to that effect by such Agent to the Company Issuer and the Trustee (with a copy copy, if necessary, to the Indenture Trustee); provided, however, that Principal Paying Agent) provided that:
16.1.1 in relation to any Series of Obligations any such notice which would otherwise expire within thirty (30) days before or after the Maturity Date maturity date of such Series or any interest or other payment date of a series of Notes in relation to any such Series shall be deemed deemed, in relation to such Series only, to expire on the thirtieth (30th) day following the Maturity Date such maturity date or, as the case may be, such interest or other payment date date; and
16.1.2 in respect of any Series of Notes, in the case of the Principal Paying Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent with respect its specified office in a European city (or, so long as such Notes are listed on any listing authority, stock exchange and/or quotation system, the Paying Agent or the Registrar with its specified office in such place as may be required by such listing authority, stock exchange and/or quotation system), in the circumstances described in Condition 8(c) the Paying Agent with its specified office in New York City, such resignation shall not be effective until a successor thereto has been appointed by the Issuer as the agent of the Issuer in relation to such series Series of Notes.Notes or in accordance with Clause 16.5 and notice of such appointment has been given in accordance with the Conditions.
(b) 16.2 The Company Issuer may with the consent of the Trustee and the Arranger revoke its appointment of any Paying Agent, the Loan Agent, the Registrar or Calculation Agent as its agent hereunder upon and/or in relation to any Series of Obligations by not less than thirty (30) days' notice to that effect to each such Paying Agent or, as the case may be, such Loan Agent, Registrar or Calculation Agent provided, however, that in respect of any Series of Obligations, in the case of the applicable Principal Paying Agent, the Loan Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent with its specified office in a continental European city or, so long as the Notes of any Series are listed on any stock exchange, the Paying Agent or the Registrar with its specified office in such place as may be required by such stock exchange and in the Indenture Trusteeevent Condition 8(c) applies, the Paying Agent with its specified office in New York City, such revocation shall not be effective until a successor thereto has been appointed by the Issuer as the agent of the Issuer in relation to such Series of Obligations and notice of such appointment has been given in accordance with the Conditions.
(c) 16.3 The appointment of any Agent in relation to each Series of Obligations as the agent of the Issuer hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise; namely, :
16.3.1 such Agent becomes incapable of acting; acting in accordance with its duties hereunder;
16.3.2 such Agent is adjudged bankrupt or insolvent; ;
16.3.3 such Agent files a voluntary petition in 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; ;
16.3.4 a resolution is passed or an order is made for the winding-winding up or dissolution of such Agent; ;
16.3.5 a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; ;
16.3.6 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 or
16.3.7 any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
(d) 16.4 The Company may Issuer may, with the prior written approval of the Trustee, (and shall where necessary to comply with the terms and conditions of a series of NotesConditions) appoint substitute or additional Agents agents in relation to any such Notes the Series of Obligations and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, hereto and such substitute or additional agents shall thereafter, 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 IndentureAgreement. Any successor principal paying agent must satisfy the Required Principal Paying Agent Rating.
(e) If 16.5 If, in relation to any Series of Obligations, any Agent gives notice of its resignation in accordance with this Section 7.16Clause 16.1, the provisions of Clause 16.1.2 apply and by the tenth day before the expiration of such notice a successor of to such Agent as agent of the Issuer in relation to such Notes Obligations has not been appointed by the Company by the tenth (10th) day before the expiration of such noticeIssuer, such Agent may itself, following such consultation with the Company Issuer as may be practicable under in the circumstancescircumstances and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the terms Conditions and conditions in the case of the Notes in questionPrincipal Paying Agent, satisfy the Required Principal Paying Agent Rating) and give notice of such appointment in accordance with the terms and conditions of such NotesConditions, 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.Agreement.
(f) 16.6 Upon any resignation or revocation in relation to each relevant Series of Obligations becoming effective under this Section 7.16Clause 16, the relevant Agent shall:
(i) 16.6.1 be released and discharged from its obligations under this IndentureAgreement with respect to such Series (save that it shall remain entitled to the benefit of and subject to and bound by (as appropriate) the provisions of Clause 9.10, Clause 9.11, Clause 11.2, Clause 12.5, Clause 14.3, Clause 15 and this Clause 16);
16.6.2 repay to the Issuer such part of any fee paid to it in accordance with Clause 13.1 as may be agreed between the relevant Agent and the Issuer;
(ii) 16.6.3 in the case of the Principal Paying Agent, deliver to the Company Issuer and to the successor Principal Paying Agent a copy, certified as true and up-to-up to date by an officer or authorised signatory of the retiring Principal Paying Agent, of the records maintained by it in accordance with Section 3.04Clause 9 with respect to such Series;
(iii) 16.6.4 in the case of the Registrar, deliver to the Company Issuer and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring such Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07Clause 11 with respect to such Series;
(iv) 16.6.5 in the case of the a Calculation Agent, deliver to the Company Issuer and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring such Calculation Agent, Agent of the records maintained by it in accordance with Section 7.15Clause 12.4 with respect to such Series; and
16.6.6 forthwith (v) upon payment to it by the Company of all amounts owed any amount due to it, forthwith it in accordance with Clause 13 or Clause 15.4) transfer all money moneys and papers (including any unissued Temporary Global Notes and/or Notes, Permanent Global Notes, Definitive Notes, Receipts, Coupons, Talons or, as the case may be, Registered Notes) held by it hereunder with respect to such Series to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto.
(h) 16.7 If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company Issuer and the Trustee (with a copy copy, if necessary, to the Indenture TrusteePrincipal 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 thirty (30) days after the date of such notice. The relevant .
16.8 In the event that the Principal Paying Agent no longer satisfies the Required Principal Paying Agent Rating, the Principal Paying Agent shall at its own expense not less than fourteen (14) days prior to notify the Trustee and the Issuer forthwith and the Principal Paying Agent's appointment hereunder shall be terminated with effect from the date on which such change is falling 30 days thereafter (subject to take effect (unless the appointment of the relevant Agent is to terminate pursuant to any of the foregoing provisions of this Section 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the samesuccessor).
Appears in 1 contract
Sources: Amendment and Restatement Agreement
Changes in Agents. 26.1 Each of the Issuer and the Guarantor agrees, for the benefit of the Bond Trustee, that, for so long as any Covered Bond is outstanding, or until funds for the payment of all amounts in respect of all outstanding Covered Bonds 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:
(a) Any there will at all times be a Principal Paying Agent and a Registrar;
(b) it will so long as any Covered Bond is outstanding, maintain a Paying Agent (which may resign its appointment hereunder upon be the expiration Principal Paying Agent) having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bond is listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of not less than thirty Bearer Covered Bonds) and a Transfer Agent (30in the case of Registered Covered Bonds) days' notice to that effect to the Company (with a copy to specified office in such place as may be required by the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after rules and regulations of the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date relevant stock exchange or, as the case may be, such interest or other payment date with respect to such series of Notes.relevant authority;
(bd) The Company may revoke so long as any of the Registered Global Covered Bonds 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; and
(e) it 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 European Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26 to 27 November 2000 or any law implementing or complying with, or introduced in order to conform to any such directive, provided that the Issuer will not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in such Member State unless at least one European Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantor will forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5. Any variation, termination, appointment or change will only take effect (other than in the case of any Agent hereunder upon insolvency (as provided in Section 26.5), when it will be of immediate effect) after not less than thirty 30 nor more than 45 days’ prior notice will have been given to the Covered Bondholders in accordance with Condition 13.
26.2 Each of the Principal Paying Agent and the Registrar may (30subject as provided in Sections 26.1 and 26.4) at any time resign by giving at least 60 days' ’ written notice to that the Issuer, the Guarantor and the Bond Trustee specifying the date on which its resignation will become effective.
26.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Sections 26.1 and 26.4) be removed at any time by the Issuer and the Guarantor with the prior written approval of the Bond Trustee, which approval will not be unreasonably withheld, on at least 45 days’ notice in writing from the Issuer and the Guarantor specifying the date when the removal will become effective.
26.4 Any resignation under Section 26.2 or removal under Sections 26.3 or 26.5 of the Principal Paying Agent or the Registrar will only take effect upon the appointment by the Issuer and the Guarantor of a successor Principal Paying Agent or successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval will not be unreasonably withheld, 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 Article 29 (Notification of Changes to Agents). The Issuer and each of the applicable Guarantor agree with the Principal Paying Agent and the Indenture Registrar that if, by the day falling 10 days before the expiry of any notice under Section 26.2, the Issuer and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval will not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, will be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantor and the Bond Trustee will approve.
(c) The appointment of 26.5 In case at any time any Agent hereunder shall terminate forthwith if any of the following events resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor Agent which will be a reputable financial institution of such Agent in relation to such Notes has not been good standing may be appointed by the Company Issuer and the Guarantor with the prior written approval of the Bond Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the tenth Agent or when the Paying Agent is an FFI and does not become, or ceases to be, a Participating FFI, when it will be of immediate effect) upon expiry of the notice to be given under Article 29 (10thNotification of Changes to Agents), the Agent so superseded will cease to be an Agent under this Agreement.
26.6 Subject to Section 26.1, the Issuer and the Guarantor may, with the prior written approval of the Bond Trustee, which approval will not be unreasonably withheld, terminate the appointment of all or any of the Agents (other than the Principal Paying Agent and the Registrar) day before at any time and/or appoint one or more further or other Agents by giving to the expiration Principal Paying Agent and to the relevant other Agent notice in writing to that effect. Notwithstanding the foregoing, the Guarantor may revoke the appointment of such notice, any Agent in the event such Agent may itselfdefaults in the performance or observance of its covenants or breaches its representations and warranties made, following such consultation with the Company as may be practicable respectively, under the circumstancesSection 2.10.
26.7 Subject to Sections 26.1 and 26.4, appoint as its successor all or any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions of the Notes in questionAgents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor, the Bond Trustee and give the Principal Paying Agent at least 60 days’ written notice of such appointment in accordance with the terms and conditions of such 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 Indentureto that effect.
(f) 26.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shallwill:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying Agent, deliver to any other Paying Agent and the Company Registrar, immediately transfer all funds and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers Issuer (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate noticefollowing service of a Notice to Pay on the Guarantor, provide reasonable assistance to such successor for the discharge by it Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Article 21 (Commissions and Expenses).
26.9 Upon its appointment becoming effective, a successor or new Agent will, without any further action, become vested with all the authority, rights, powers, duties and responsibilities hereunderobligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
26.10 Notwithstanding anything to the contrary in this Agreement, if a Rating Agency has downgraded the unsecured, unsubordinated and unguaranteed debt obligations or issuer default rating of a Paying Agent below the Paying Agent Required Ratings at any time that (ga) Any corporation into the Guarantor is Independently Controlled and Governed, the Guarantor may, and (b) the Guarantor is not Independently Controlled and Governed, the Guarantor shall, terminate the appointment of such Paying Agent and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
26.11 Notwithstanding anything to the contrary in this Agreement, if an Issuer Event of Default (A) occurs and is continuing, or (B) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed, the Guarantor may terminate the appointment of an Agent which is the Issuer or an Affiliate of the Issuer and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
26.12 Upon any termination or resignation of an Agent hereunder, the Guarantor shall provide notice to CMHC of such termination or resignation and of such Agent’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders, and (iii) five (5) Toronto Business Days following such termination or resignation and replacement (unless the replacement Agent has yet to be identified at that time, in which case notice of the replacement Agent may be merged provided no later than ten (10) Toronto Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all resignation of the corporate agency business of such Agent, shall, and all information relating to the extent permitted replacement Agent required by applicable law, the CMHC Guide to be the successor provided to such Agent hereunder and CMHC in relation to the affected Notes without Agent and this Agreement, including any further formality, whereupon the parties hereto and new agreement with 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 replacement Agent or any amendments to this Agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 respect 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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying replacement Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement (Scotiabank Covered Bond Guarantor Limited Partnership)
Changes in Agents. (a) Any Agent may resign its appointment hereunder upon 25.1 Each of the expiration Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of not less than thirty (30) days' notice to that effect all amounts in respect of all outstanding Covered Bonds have been made available to the Company (with a copy Principal Paying Agent and have been returned to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before Issuer or after the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orGuarantors, as the case may be, such interest or other payment date with respect to such series of Notes.as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) The Company it will maintain a Paying Agent (which may revoke its appointment of any be the Principal Paying Agent) and an N Covered Bond Paying Agent hereunder upon not less than thirty (30) days' notice to that effect to each of having a specified office in a city approved by the applicable Agent and the Indenture Trustee.Bond Trustee in Europe;
(c) The appointment so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of any Bearer Covered Bonds) which may be the Principal Paying Agent hereunder shall terminate forthwith if and a Transfer Agent (in the case of Registered Covered Bonds) 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 as the case may be, other relevant authority;
(d) so long as any of the following events Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States; and
(e) the Issuer will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with or introduced in order to conform to such Directive, if any (if there is any such Member State), provided that the Issuer shall not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in a Member State of the European Union unless at least one Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5. Any variation, termination, appointment or change shall occur 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 13.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or arise; namelyremoval under Clauses 25.3 or 25.5 of the Principal Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registrar, such as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, 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 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company , a Successor Agent which shall be a reputable financial institution of good standing may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been be appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in question) and give notice of such appointment in accordance with the terms and conditions of such 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 any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company Issuer and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (Guarantors 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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.the
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (a) Any 14.1 The Fiscal Agent may (subject as provided in sub-clause 14.3 below) at any time resign as Fiscal Agent by giving at least 45 days’ written notice to Linde plc and Linde Finance of such intention on its appointment hereunder part, specifying the date on which its desired resignation shall become effective.
14.2 The Fiscal Agent may (subject as provided in sub-clause 14.3 below) be removed at any time by Linde plc and Linde Finance on at least 45 days’ notice by the filing with it of an instrument in writing signed on behalf of Linde plc and Linde Finance specifying such removal and the date when it shall become effective.
14.3 Any resignation under sub-clause 14.1 or removal under sub-clauses 14.2 or 14.4 shall only take effect upon the expiration appointment by Linde plc and Linde Finance as hereinafter provided, of not less a successor Fiscal Agent and (other than thirty (30in cases of insolvency of the Fiscal Agent) days' on the expiry of the notice to be given under Clause 14. Linde plc and Linde Finance agree with the Fiscal Agent that effect to if, by the Company (with a copy to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) day falling ten days before or after the Maturity Date or expiry of any interest or other payment date of notice under sub-clause 14.1, Linde plc and Linde Finance have not appointed a series of Notes successor Fiscal Agent, then the Fiscal Agent shall be deemed entitled, on behalf of Linde plc and Linde Finance, to expire on the thirtieth appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which Linde plc and Linde Finance shall approve (30th) day following the Maturity Date or, as the case may be, such interest approval not to be unreasonably withheld or other payment date with respect to such series of Notesdelayed).
(b) The Company may revoke its appointment of 14.4 In case at any time the Fiscal Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable Agent and the Indenture Trustee.
(c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed , or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or if any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by Linde plc and Linde Finance by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Fiscal Agent or when it shall be of its property or affairs for immediate effect) upon expiry of the purpose of rehabilitationnotice to be given under Clause 15, conservation or liquidationthe Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder.
(d) The Company may (14.5 Subject to the applicable provisions of the Conditions, Linde plc and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereofLinde Finance may, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such after prior consultation with the Company as may be practicable under Fiscal Agent, terminate the circumstancesappointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agent(s) or Calculation Agent by giving to the Fiscal Agent, appoint as its successor any reputable and experienced bank or financial institution to the relevant Paying Agent at least 45 days’ notice in writing to that effect (which will ensure compliance with other than in the terms and conditions case of insolvency of the Paying Agent or Calculation Agent).
14.6 Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving Linde plc and Linde Finance and the Fiscal Agent at least 45 days’ written notice to that effect.
14.7 Upon its resignation or removal becoming effective, the Fiscal Agent:
14.7.1 shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 7.7, 7.8, 7.9 and 16 and all Notes in question) surrendered and give notice not yet destroyed to the successor Fiscal Agent hereunder; and
14.7.2 shall be entitled to the payment by Linde plc and Linde Finance of such appointment its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 10.
14.8 Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and conditions of such Notesany new Paying Agent shall, whereupon without further act, become vested with all the parties hereto and such successor agent shall thereafter have the same rights rights, duties and obligations among them of its predecessor or, as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture.
may be, a Paying Agent with like effect as if originally named as Fiscal Agent or (f) Upon any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) in as the case of the Paying Agent, deliver to the Company and to the successor may be) a Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor or Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) Any corporation into which any 14.9 lf the Fiscal Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding Paying Agent or Calculation Agent determines to all or substantially all the corporate agency business of such Agentchange its Specified Office it shall (after having, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the case other parties hereto.
(h) If any Agent decides to than a change the location of its specified office (which change in location may only be effected Specified Office within the same citycountry, obtained the prior written approval of Linde plc and Linde Finance thereto) it shall give to Linde plc and Linde Finance and (if applicable) the Fiscal Agent written notice to the Company (with a copy to the Indenture Trustee) of such determination giving the address of the new specified office Specified Office which shall be in the same country and stating the date on which such change is to take effect, which date shall not be not less than thirty 45 days thereafter. The Fiscal Agent (30on behalf of the Issuers (failing which the Guarantor, if Linde Finance is the Relevant Issuer)) shall within 15 days after the date of receipt 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 notice (unless the appointment of the relevant Fiscal Agent or the Paying Agent or Calculation Agent, as the case may be, is to terminate pursuant to any of the foregoing provisions of this Section 7.16 above sub-clauses on or prior to the date of such change) publish give or cause to be published given not more than 45 days’ nor less than 30 days’ notice thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Company shall deliver thereof to the Indenture Trustee (Holders in accordance with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the sameConditions.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Linde PLC)
Changes in Agents. (a) Any Agent may resign its appointment hereunder upon 24.1 Each of the expiration Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of not less than thirty (30) days' notice to that effect all amounts in respect of all outstanding Notes have been made available to the Company (with a copy Principal Paying Agent and have been returned to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before Issuer or after the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orGuarantor, as the case may be, such interest as provided in this Agreement:
(a) 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, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place as may be required by the rules and regulations of the relevant Stock Exchange or other payment date with respect to such series of Notes.relevant authority;
(b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable there will at all times be a Principal Paying Agent and the Indenture Trustee.a Registrar; and
(c) The if, and for so long as, it may be necessary (in the context of Condition 8(a)) for a Noteholder to present any Note or Coupon to a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer or the Guarantor, as applicable, is incorporated in order to receive gross payment, there will at all such 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 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 (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 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 (Notices).
24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4) at any time resign by giving at least 90 days’ written notice to the Issuer, the Guarantor and the Trustee specifying the date on which its resignation shall become effective and without liability for any costs incurred by the Issuer in relation to such resignation.
24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4) be removed at any time by the Issuer and the Guarantor with the prior written approval of the Trustee on at least 45 days’ notice in writing from the Issuer and the Guarantor specifying the date when the removal shall become effective.
24.4 Any resignation under subclause 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 24.3 or 24.5 shall only take effect upon the appointment by the Issuer and the Guarantor of a successor 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 26. Each of the Issuer and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 24.2, the Issuer and the Guarantor have not appointed a successor Principal Paying Agent hereunder 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 terminate forthwith if any be entitled, on behalf of the following events Issuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent or circumstances Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantor and the Trustee shall occur approve.
24.5 In case at any time any Agent resigns, or arise; namelyis removed, such Agent or becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor Agent which shall be a reputable financial institution of such Agent in relation to such Notes has not been good standing may be appointed by the Company by Issuer and the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation Guarantor with the Company as may prior written approval of the Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be practicable of immediate effect) upon expiry of the notice to be given under clause 26, the circumstancesAgent so superseded shall cease to be an Agent under this Agreement.
24.6 Subject to subclause 24.1, appoint as its successor any reputable the Issuer and experienced bank or financial institution (which will ensure compliance the Guarantor may, with the terms and conditions prior written approval of the Notes Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days’ notice in question) and give notice of such appointment writing to that effect (other than in accordance with the terms and conditions of such 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 of insolvency, in which case the form mutatis mutandis termination of this Indentureappointment shall take event immediately upon notice).
24.7 Subject to subclause 24.1, all or any of the Agents (fother than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days’ written notice to that effect.
24.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying AgentAgent and the Registrar, deliver to the Company immediately transfer all moneys and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment to it by the Company Issuer (failing which, the Guarantor) of all amounts owed to itthe commissions, forthwith transfer all money fees and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor expenses payable in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it respect of its duties and responsibilities hereunderservices under this Agreement before termination in accordance with the terms of clause 19.
(g) Any corporation into which any 24.9 Upon its appointment becoming effective, a successor or new Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formalityaction, whereupon become vested with all the parties hereto authority, rights, powers, duties and such successor agent shall thereafter have obligations of its predecessor or, as the case may be, an Agent with the same rights and obligations among them effect as would have been the case had they then entered into if originally named as an agreement in the form mutatis mutandis of Agent under this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties heretoAgreement.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Supplemental Agency Agreement
Changes in Agents. (a1) Any Agent may resign its appointment hereunder upon Fiat Chrysler and FCFE each agree that, for so long as any Note is outstanding, or until moneys for the expiration payment of not less than thirty (30) days' notice to that effect all amounts in respect of all outstanding Notes have been made available to the Company (with a copy Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the Indenture Trusteerelevant Issuer or the Guarantor (in the case of Guaranteed Notes); 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 a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent with respect to such series a specified office in the place required by the rules and regulations of Notes.the relevant Stock Exchange;
(b) The Company may revoke its appointment there will at all times be a Principal Paying Agent and, in the case of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable Agent CMU Notes, a CMU Lodging and the Indenture Trustee.Paying Agent;
(c) The there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes). In addition, the relevant Issuer and/or 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 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), 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.
(2) Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) at any time resign by giving at least 90 days' written notice to Fiat Chrysler and FCFE, specifying the date on which its resignation shall become effective.
(3) Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) be removed at any time by Fiat Chrysler and/or FCFE on at least 45 days' notice in writing from Fiat Chrysler and/or FCFE (as the case may be) specifying the date when the removal shall become effective.
(4) Any resignation under subclause (2) or removal of the Principal Paying Agent or the CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by Fiat Chrysler and/or FCFE, of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 24. Each of Fiat Chrysler and FCFE jointly and severally agrees with the Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause (2), Fiat Chrysler and FCFE have not appointed a successor Principal Paying Agent hereunder or CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall terminate forthwith if be entitled, on behalf of Fiat Chrysler and FCFE, to appoint as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which Fiat Chrysler and FCFE shall approve (such approval not to be unreasonably withheld or delayed).
(5) In case at any of the following events time any Agent resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by Fiat Chrysler and FCFE. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24, the Agent so superseded shall cease to be an Agent under this Agreement.
(d6) The Company may Subject to subclause (1), Fiat Chrysler and shall where necessary to comply FCFE may, after prior consultation with the terms and conditions Principal Paying Agent, terminate the appointment of a series any of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon Agents at any time and/or appoint one or more further or other Agents by giving to the parties hereto, Principal Paying Agent and such substitute or additional agents shall thereafter, have to the same rights and obligations among them as would have been relevant other Agent at least 45 days' notice in writing to that effect (other than in the case had they then entered into of insolvency or where the Agent is an agreement in the form mutatis mutandis of this IndentureFFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI).
(e7) If Subject to subclause (1), all or any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in questionAgents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler and give FCFE and the Principal Paying Agent at least 45 days' written notice of such appointment in accordance with the terms and conditions of such 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 Indentureto that effect.
(f) 8) Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, deliver to the Company immediately transfer all moneys and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment to it by each Issuer (failing which, other than where the Company Issuer is Fiat Chrysler, the Guarantor) of all amounts owed to itthe commissions, forthwith transfer all money fees and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor expenses payable in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it respect of its duties and responsibilities hereunderservices under this Agreement before termination in accordance with the terms of clause 16.
(g9) Any corporation into which Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be merged or convertedremoved at any time as soon as practicable, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to terminate pursuant become, or ceases to any of be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the foregoing provisions of this Section 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the samerelevant Issuer.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 25.1 Each of the Issuer and the Guarantor agrees, for the benefit of the Bond Trustee, that, for so long as any Covered Bond is outstanding, or until funds for the payment of all amounts in respect of all outstanding Covered Bonds 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:
(a) Any there will at all times be a Principal Paying Agent and a Registrar;
(b) it will so long as any Covered Bond is outstanding, maintain a Paying Agent (which may resign its appointment hereunder upon be the expiration Principal Paying Agent) having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bond is listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of not less than thirty Bearer Covered Bonds) and a Transfer Agent (30in the case of Registered Covered Bonds) days' notice to that effect to the Company (with a copy to specified office in such place as may be required by the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after rules and regulations of the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date relevant stock exchange or, as the case may be, such interest or other payment date with respect to such series of Notes.relevant authority;
(bd) The Company may revoke so long as any of the Registered Global Covered Bonds 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; and
(e) it 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 European Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26 to 27 November 2000 or any law implementing or complying with, or introduced in order to conform to any such directive, provided that the Issuer will not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in such Member State unless at least one European Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantor will forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5. Any variation, termination, appointment or change will only take effect (other than in the case of any Agent hereunder upon insolvency (as provided in Section 26.5), when it will be of immediate effect) after not less than thirty 30 nor more than 45 days’ prior notice will have been given to the Covered Bondholders in accordance with Condition 13.
25.2 Each of the Principal Paying Agent and the Registrar may (30subject as provided in Sections 25.1 and 25.4) at any time resign by giving at least 60 days' ’ written notice to that the Issuer, the Guarantor and the Bond Trustee specifying the date on which its resignation will become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Sections 25.1 and 25.4) be removed at any time by the Issuer and the Guarantor with the prior written approval of the Bond Trustee, which approval will not be unreasonably withheld, on at least 45 days’ notice in writing from the Issuer and the Guarantor specifying the date when the removal will become effective.
25.4 Any resignation under Section 25.2 or removal under Sections 25.3 or 26.5 of the Principal Paying Agent or the Registrar will only take effect upon the appointment by the Issuer and the Guarantor of a successor Principal Paying Agent or successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval will not be unreasonably withheld, 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 Article 28 (Notification of Changes to Agents). The Issuer and each of the applicable Guarantor agree with the Principal Paying Agent and the Indenture Registrar that if, by the day falling 10 days before the expiry of any notice under Section 25.2, the Issuer and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval will not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, will be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantor and the Bond Trustee will approve.
(c) The appointment of 25.5 In case at any time any Agent hereunder shall terminate forthwith if any of the following events resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor Agent which will be a reputable financial institution of such Agent in relation to such Notes has not been good standing may be appointed by the Company Issuer and the Guarantor with the prior written approval of the Bond Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the tenth Agent or when the Paying Agent is an FFI and does not become, or ceases to be, a Participating FFI, when it will be of immediate effect) upon expiry of the notice to be given under Article 28 (10thNotification of Changes to Agents), the Agent so superseded will cease to be an Agent under this Agreement.
25.6 Subject to Section 25.1, the Issuer and the Guarantor may, with the prior written approval of the Bond Trustee, which approval will not be unreasonably withheld, terminate the appointment of all or any of the Agents (other than the Principal Paying Agent and the Registrar) day before at any time and/or appoint one or more further or other Agents by giving to the expiration Principal Paying Agent and to the relevant other Agent notice in writing to that effect. Notwithstanding the foregoing, the Guarantor may revoke the appointment of such notice, any Agent in the event such Agent may itselfdefaults in the performance or observance of its covenants or breaches its representations and warranties made, following such consultation with the Company as may be practicable respectively, under the circumstancesSection 2.10.
25.7 Subject to Sections 25.1 and 25.4, appoint as its successor all or any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions of the Notes in questionAgents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor, the Bond Trustee and give the Principal Paying Agent at least 60 days’ written notice of such appointment in accordance with the terms and conditions of such 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 Indentureto that effect.
(f) 25.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shallwill:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying Agent, deliver to any other Paying Agent and the Company Registrar, immediately transfer all funds and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers Issuer (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate noticefollowing service of a Notice to Pay on the Guarantor, provide reasonable assistance to such successor for the discharge by it Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Article 20 (Commissions and Expenses).
25.9 Upon its appointment becoming effective, a successor or new Agent will, without any further action, become vested with all the authority, rights, powers, duties and responsibilities hereunderobligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
25.10 Notwithstanding anything to the contrary in this Agreement, if a Rating Agency has downgraded the unsecured, unsubordinated and unguaranteed debt obligations or issuer default rating of a Paying Agent below the Paying Agent Required Ratings at any time that (ga) Any corporation into the Guarantor is Independently Controlled and Governed, the Guarantor may, and (b) the Guarantor is not Independently Controlled and Governed, the Guarantor shall, terminate the appointment of such Paying Agent and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
25.11 Notwithstanding anything to the contrary in this Agreement, if an Issuer Event of Default (A) occurs and is continuing, or (B) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed, the Guarantor may terminate the appointment of an Agent which is the Issuer or an Affiliate of the Issuer and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
25.12 Upon any termination or resignation of an Agent hereunder, the Guarantor shall provide notice to CMHC of such termination or resignation and of such Agent’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders, and (iii) five (5) Canadian Business Days following such termination or resignation and replacement (unless the replacement Agent has yet to be identified at that time, in which case notice of the replacement Agent may be merged provided no later than ten (10) Canadian Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all resignation of the corporate agency business of such Agent, shall, and all information relating to the extent permitted replacement Agent required by applicable law, the CMHC Guide to be the successor provided to such Agent hereunder and CMHC in relation to the affected Notes without Agent and this Agreement, including any further formality, whereupon the parties hereto and new agreement with 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 replacement Agent or any amendments to this Agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 respect 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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying replacement Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement (BMO Covered Bond Guarantor Limited Partnership)
Changes in Agents. (a1) Any Agent may resign its appointment hereunder upon CNH Industrial and CIFE agree that, for so long as any Note is outstanding, or until moneys for the expiration payment of not less than thirty (30) days' notice to that effect all amounts in respect of all outstanding Notes have been made available to the Company (with a copy Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty relevant Issuer or (30in the case of Guaranteed Notes) days before or after the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orGuarantor, as the case may be, such interest or other payment date 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent, with respect to such series a specified office in the place required by the rules and regulations of Notes.the relevant Stock Exchange;
(b) The Company may revoke its appointment there will at all times be a Principal Paying Agent, and, in the case of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable Agent CMU Notes, a CMU Lodging and the Indenture Trustee.Paying Agent; and
(c) The there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) where CNH Industrial is the Issuer or Guarantor in respect of an issuance of Notes, the United Kingdom. In addition, the relevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI (as provided in subclause (11)), 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 ac c ordance with Condition 13.
(2) Each of the Principal Paying Agent, and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) at any time resign by giving at least 90 days' written notice to CNH Industrial and CIFE, specifying the date on which its resignation shall become effective.
(3) Each of the Principal Paying Agent, and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) be removed at any time by CNH Industrial and/or CIFE on at least 45 days' notice in writing from CNH Industrial and/or CIFE (as the case may be) specifying the date when the removal shall become effective.
(4) Any resignation under subclause (2) or removal of the Principal Paying Agent or the CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by CNH Industrial and/or CIFE of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notic e to be given under clause 24. Each of CNH Industrial and CIFE jointly and severally agree w ith the Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause (2), CNH Industrial or CIFE have not appointed a successor Principal Paying Agent hereunder or CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall terminate forthwith if be entitled, on behalf of CNH Industrial and CIFE, to appoint as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which CNH Industrial and CIFE shall approve (such approval not to be unreasonably withheld or delayed).
(5) In case at any of the following events time any Agent resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by CNH Industrial and CIFE. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24, the Agent so superseded shall cease to be an Agent under this Agreement.
(d6) The Company may Subject to subclause (and shall where necessary to comply 1), CNH Industrial and/or CIFE may, after prior consultation with the terms and conditions Principal Paying Agent, terminate the appointment of a series any of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon Agents at any time and/or appoint one or more further or other Agents by giving to the parties hereto, Principal Paying Agent and such substitute or additional agents shall thereafter, have to the same rights and obligations among them as would have been relevant other Agent at least 45 days' notice in writing to that effect (other than in the case had they then entered into of insolvency or w here the Agent is an agreement in the form mutatis mutandis of this IndentureFFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI).
(e7) If Subject to subclause (1), all or any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in questionAgents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving CNH Industrial and give CIFE and the Principal Paying Agent at least 45 days' written notice of such appointment in accordance with the terms and conditions of such 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 Indentureto that effect.
(f) 8) Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, deliver to the Company immediately transfer all moneys and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment to it by each Issuer (failing which, where the Company Issuer is CIFE, the Guarantor) of all amounts owed to itthe commissions, forthwith transfer all money fees and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor expenses payable in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it respect of its duties and responsibilities hereunderservices under this Agreement before termination in accordance with the terms of clause 16.
(g9) Any corporation into which Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause ( 5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be merged or convertedremoved at any time as soon as practicable, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to terminate pursuant become, or ceases to any of be, a Participating FFI or a Registered Deemed-Compliant FFI, on notice in writing from the foregoing provisions of this Section 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the samerelevant Issuer.
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 Fiscal Agent and have been returned to the Issuer, as provided in this Agreement:
(a) Any there will at all times be a Fiscal Agent may resign its appointment hereunder upon the expiration of not less than thirty (30) days' notice to that effect to the Company (with and a copy to the 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 a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date with respect to such series of Notes.Registrar;
(b) The Company there will at all times be: (i) in the case of Bearer Notes, a Paying Agent (which may revoke its appointment be the Fiscal Agent), and (ii) in the case of any Registered Notes, a Transfer Agent hereunder upon not less than thirty (30) days' notice to that effect to each of which may be the applicable Agent and the Indenture Trustee.Registrar);
(c) The appointment of any there will at all times be a Paying Agent hereunder shall terminate forthwith if in a jurisdiction other than the jurisdiction in which the Issuer is incorporated;
(d) so long as any of the following events 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 the United States; and
(e) so long as this Series of Notes was listed on a stock exchange by the Issuer and remains so listed, there will at all times be an Agent (which may be the Fiscal Agent) having a specified office in such place as may be required by the rules and regulations of such exchange or any other relevant authority. In addition, the Issuer shall as soon as practicable appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 7.5. Any variation, termination, appointment or change shall occur only take effect (other than in the cases as provided in subclauses 23.2 and 23.5 or arise; namelya 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.
23.2 If the Issuer requests at any time that an Agent concur with it in respect of any Benchmark Amendments and the relevant Agent determines, in its sole discretion (acting reasonably and in good faith) that it is unable to concur with the Issuer in respect of such Benchmark Amendments for the reasons outlined in Clause 21.10 and Condition 6.7(I)(d), then the Issuer may forthwith terminate the appointment of such Agent, in which event notice thereof shall be given to the Noteholders under Condition 15 as soon as is practicable.
23.3 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.6) at any time resign by giving at least 90 days' written notice to the Issuer specifying the date on which its resignation shall become effective.
23.4 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.6) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.
23.5 Notwithstanding the provisions of subclause 23.6, if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) becomes incapable of acting; , (c) is adjudged bankrupt or insolvent; , (d) files a voluntary petition in bankruptcy or bankruptcy, makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any substantial part of its property property, (e) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (f) admits in writing its inability to pay or meet its debts as they may mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; debts, (g) has an order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or any (h) has a public officer takes take charge or control of such the Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation.
(d) The Company , then the Issuer may (and shall where necessary to comply with forthwith terminate the terms and conditions appointment of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties heretoAgent, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in question) and give notice of such termination shall be given to the Noteholders under Condition 15 as soon as practicable thereafter.
23.6 Any resignation under subclause 23.3 or removal of the Fiscal Agent or the Registrar under subclauses 23.4 or 23.5 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Registrar, as the case may be, and (other than in accordance cases of termination under subclauses 23.5 and 23.1) on the expiry of the notice to be given under clause 25. The Issuer agrees with the terms Fiscal Agent and conditions the Registrar that if, by the day falling 10 days before the expiry of such Notesany notice under subclause 23.1, whereupon the parties hereto and such Issuer has not appointed a successor agent shall thereafter have the same rights and obligations among them Fiscal Agent or Registrar, as would have been the case had they may be, then entered into an agreement the Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent or Registrar, as the form mutatis mutandis case may be, a reputable financial institution of this Indenturegood standing which the Issuer shall approve.
23.7 Subject to subclause 23.3, all or any of the Agents (fother than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect.
23.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Paying Fiscal Agent, deliver to the Company Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18.
23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
23.10 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes, Coupons, Receipts and Talons 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 Company of all Fiscal Agent) the amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notesif any) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice respect of any such mergerNotes and Coupons that have become due and payable but that have not been presented for payment, conversion, consolidation but shall have no other duties or succession shall forthwith be given by such successor to the Company and the other parties heretoresponsibilities under this Agreement.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (a) Any 14.1 The Fiscal Agent may (subject as provided in sub-clause 14.3 below) at any time resign as Fiscal Agent by giving at least 45 days’ written notice to Linde plc and Linde Finance of such intention on its appointment hereunder part, specifying the date on which its desired resignation shall become effective.
14.2 The Fiscal Agent may (subject as provided in sub-clause 14.3 below) be removed at any time by Linde plc and Linde Finance on at least 45 days’ notice by the filing with it of an instrument in writing signed on behalf of Linde plc and Linde Finance specifying such removal and the date when it shall become effective.
14.3 Any resignation under sub-clause 14.1 or removal under sub-clauses 14.2 or 14.4 shall only take effect upon the expiration appointment by Linde plc and Linde Finance as hereinafter provided, of not less a successor Fiscal Agent and (other than thirty (30in cases of insolvency of the Fiscal Agent) days' on the expiry of the notice to be given under Clause 14. Linde plc and Linde Finance agree with the Fiscal Agent that effect to if, by the Company (with a copy to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) day falling ten days before or after the Maturity Date or expiry of any interest or other payment date of notice under sub-clause 14.1, Linde plc and Linde Finance have not appointed a series of Notes successor Fiscal Agent, then the Fiscal Agent shall be deemed entitled, on behalf of Linde plc and Linde Finance, to expire on the thirtieth appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which Linde plc and Linde Finance shall approve (30th) day following the Maturity Date or, as the case may be, such interest approval not to be unreasonably withheld or other payment date with respect to such series of Notesdelayed).
(b) The Company may revoke its appointment of 14.4 In case at any time the Fiscal Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable Agent and the Indenture Trustee.
(c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed , or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or if any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by Linde plc and Linde Finance by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Fiscal Agent or when it shall be of its property or affairs for immediate effect) upon expiry of the purpose of rehabilitationnotice to be given under Clause 14, conservation or liquidationthe Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder.
(d) The Company may (14.5 Subject to the applicable provisions of the Conditions, Linde plc and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereofLinde Finance may, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such after prior consultation with the Company as may be practicable under Fiscal Agent, terminate the circumstancesappointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agent(s) or Calculation Agent by giving to the Fiscal Agent, appoint as its successor any reputable and experienced bank or financial institution to the relevant Paying Agent at least 45 days’ notice in writing to that effect (which will ensure compliance with other than in the terms and conditions case of insolvency of the Paying Agent or Calculation Agent).
14.6 Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving Linde plc and Linde Finance and the Fiscal Agent at least 45 days’ written notice to that effect.
14.7 Upon its resignation or removal becoming effective, the Fiscal Agent:
14.7.1 shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 7.7, 7.8, 7.9 and 16 and all Notes in question) surrendered and give notice not yet destroyed to the successor Fiscal Agent hereunder; and
14.7.2 shall be entitled to the payment by Linde plc and Linde Finance of such appointment its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 10.
14.8 Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and conditions of such Notesany new Paying Agent shall, whereupon without further act, become vested with all the parties hereto and such successor agent shall thereafter have the same rights rights, duties and obligations among them of its predecessor or, as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture.
may be, a Paying Agent with like effect as if originally named as Fiscal Agent or (f) Upon any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) in as the case of the Paying Agent, deliver to the Company and to the successor may be) a Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor or Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) Any corporation into which any 14.9 lf the Fiscal Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding Paying Agent or Calculation Agent determines to all or substantially all the corporate agency business of such Agentchange its Specified Office it shall (after having, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the case other parties hereto.
(h) If any Agent decides to than a change the location of its specified office (which change in location may only be effected Specified Office within the same citycountry, obtained the prior written approval of Linde plc and Linde Finance thereto) it shall give to Linde plc and Linde Finance and (if applicable) the Fiscal Agent written notice to the Company (with a copy to the Indenture Trustee) of such determination giving the address of the new specified office Specified Office which shall be in the same country and stating the date on which such change is to take effect, which date shall not be not less than thirty 45 days thereafter. The Fiscal Agent (30on behalf of the Issuers (failing which the Guarantor, if Linde Finance is the Relevant Issuer)) shall within 15 days after the date of receipt 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 notice (unless the appointment of the relevant Fiscal Agent or the Paying Agent or Calculation Agent, as the case may be, is to terminate pursuant to any of the foregoing provisions of this Section 7.16 above sub-clauses on or prior to the date of such change) publish give or cause to be published given not more than 45 days’ nor less than 30 days’ notice thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Company shall deliver thereof to the Indenture Trustee (Holders in accordance with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the sameConditions.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Linde PLC)
Changes in Agents. 22.1 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:
(a) Any 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 (in the case of Bearer Notes), which may resign its appointment hereunder upon be the expiration Principal Paying Agent, and a Transfer Agent (in the case of not less than thirty (30) days' notice to that effect to Registered Notes), which may be the Company (Registrar, with a copy to specified office in the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after place required by the Maturity Date rules and regulations of the relevant Stock Exchange or any interest other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar;
(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; and
(d) whenever a function expressed in the Conditions of the Subordinated Notes to be performed by the Agent Bank or other payment date by the Reference ▇▇▇▇▇ fails to be performed, the Issuer will appoint and (for so long as such function is required to be performed) there will at all times be an Agent Bank and/or, as appropriate, Reference Banks. In addition, the Issuer shall with the prior written approval of the Trustee immediately appoint a series Paying Agent having a specified office in New York City in the circumstances described in Condition 6.6 of the Senior Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date with respect to such series of Notes.
(b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each Condition 6.5 of the applicable Subordinated Notes. Any variation, termination, appointment or change of the Principal Paying Agent and the Indenture Trustee.
Registrar shall only take effect (c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise; namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in 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; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; 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 any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in question) and give notice of such appointment in accordance with the terms and conditions of such 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 any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) than in the case of insolvency (as provided in subclause 22.5), 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 of the Senior Notes or, as the case may be, Condition 16 of the Subordinated Notes.
22.2 The Principal Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company Bank and the other parties hereto.
Registrar may (hsubject as provided in subclause 22.4) If at any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give time resign by giving at least 60 days' written notice to the Company (with a copy to Issuer and the Indenture Trustee) of the address of the new specified office stating Trustee specifying the date on which such change is to take effectits resignation shall become effective.
22.3 The Principal Paying Agent, which date shall the Agent Bank and the Registrar may (subject as provided in subclause 22.4) be not less than thirty (30) days after removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.
22.4 Any resignation under subclause 22.2 or removal of such notice. The relevant the Principal Paying Agent, the Agent Bank or the Registrar under subclauses 22.3 or 22.5 shall at its own expense not less than fourteen (14) days prior to the date on which such change is to only take effect (unless upon the appointment by the Issuer of a successor Principal Paying Agent, the Agent Bank or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the relevant Principal Paying Agent, the Agent is to terminate pursuant to any Bank or the Registrar, as the case may be) on the expiry of the foregoing provisions of this Section 7.16 on or prior to the date of such change) publish or cause notice to be published notice thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.given under clause
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents.
22.1 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:
(a) Any 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 (in the case of Bearer Notes), which may resign its appointment hereunder upon be the expiration Principal Paying Agent, and a Transfer Agent (in the case of not less than thirty (30) days' notice to that effect to Registered Notes), which may be the Company (Registrar, with a copy to specified office in the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after place required by the Maturity Date rules and regulations of the relevant Stock Exchange or any interest other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar;
(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; and
(d) whenever a function expressed in the Conditions of the Subordinated Notes to be performed by the Agent Bank or other payment date by the Reference ▇▇▇▇▇ fails to be performed, the Issuer will appoint and (for so long as such function is required to be performed) there will at all times be an Agent Bank and/or, as appropriate, Reference Banks. In addition, the Issuer shall with the prior written approval of the Trustee immediately appoint a series Paying Agent having a specified office in New York City in the circumstances described in Condition 6.6 of the Senior Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest Condition 6.5 of the Subordinated Notes. Any variation, termination, appointment or change of the Principal Paying Agent and the Registrar shall only take effect (other payment date than in the case of insolvency (as provided in subclause 22.5), 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 respect to such series Condition 15 of the Senior Notes or, as the case may be, Condition 16 of the Subordinated Notes.
22.2 The Principal Paying Agent, the Agent Bank and the Registrar may (bsubject as provided in subclause 22.4) at any time resign by giving at least 60 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective.
22.3 The Company Principal Paying Agent, the Agent Bank and the Registrar may revoke (subject as provided in subclause 22.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 days’ notice in writing from the Issuer specifying the date when the removal shall become effective.
22.4 Any resignation under subclause 22.2 or removal of the Principal Paying Agent, the Agent Bank or the Registrar under subclauses 22.3 or 22.5 shall only take effect upon the appointment by the Issuer of a successor Principal Paying Agent, the Agent Bank 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, the Agent Bank or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 24. The Issuer agrees with the Principal Paying Agent, the Agent Bank and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 22.2, the Issuer has not appointed a successor Principal Paying Agent, the Agent Bank or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent, the Agent Bank or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent, the Agent Bank or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer and the Trustee shall approve. None of the Agents shall be responsible for any costs, losses or liabilities which it may properly incur in connection with its own resignation or the appointment of a replacement agent in accordance with Clause 22, provided, however, that the foregoing shall not apply to costs, losses or liabilities resulting from its own wilful default, negligence or fraud or that of its officers, directors or employees.
22.5 In case at any time any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable Agent and the Indenture Trustee.
(c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor Agent which shall be a reputable financial institution of such Agent in relation to such Notes has not been good standing may be appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation Issuer with the Company as may prior written approval of the Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be practicable of immediate effect) upon expiry of the notice to be given under ▇▇▇▇▇▇ 24, the circumstancesAgent so superseded shall cease to be an Agent under this Agreement.
22.6 Subject to subclause 22.1, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance the Issuer may, with the terms and conditions prior written approval of the Notes Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days’ notice in question) and give notice of such appointment writing to that effect (other than in accordance with the terms and conditions of such 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 Indentureinsolvency).
22.7 Subject to subclause 22.1, all or any of the Agents (fother than the Principal Paying Agent, the Agent Bank and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Trustee and the Principal Paying Agent at least 45 days’ written notice to that effect.
22.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying Agent, deliver to the Company Agent Bank and the Registrar immediately transfer all moneys and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment to it by the Company Issuer of all amounts owed to itthe commissions, forthwith transfer all money fees and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor expenses payable in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it respect of its duties and responsibilities hereunderservices under this Agreement before termination in accordance with the terms of Clause 18.
(g) Any corporation into which any 22.9 Upon its appointment becoming effective, a successor or new Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formalityaction, whereupon become vested with all the parties hereto authority, rights, powers, duties and such successor agent shall thereafter have obligations of its predecessor or, as the case may be, an Agent with the same rights and obligations among them effect as would have been the case had they then entered into if originally named as an agreement in the form mutatis mutandis of Agent under this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties heretoAgreement.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
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:
(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;
(d) there will at all times be a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Directive 2003/48/EC on any law implementing or complying with or introduced in order to confirm to such Directives; and
(e) 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. 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 Agent may resign its variation, termination, appointment hereunder upon or change shall only take effect (other than in the expiration case of insolvency (as provided in subclause 25.1, when it shall be of immediate effect) after not less than thirty 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 (30subject as provided in subclause 25.3) at any time resign by giving at least 90 days' written notice to the Issuer specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.3) be removed at any time by the Issuer on at least 45 days' notice to that in writing from the Issuer specifying the date when the removal shall become effective.
25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclause 25.3 shall only take effect to upon the Company (with a copy to appointment by the 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 Issuer of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orsuccessor Principal Paying Agent or Registrar, as the case may be, such interest and (other than in cases of insolvency of the Principal Paying Agent or other payment date with respect to such series the Registrar, as the case may be) on the expiry of Notes.
(b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' the notice to that effect to each of be given under clause 27. The Issuer agrees with the applicable Principal Paying Agent and the Indenture TrusteeRegistrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor 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).
(c) The appointment of 25.5 In case at any time any Agent hereunder shall terminate forthwith if any of the following events resigns, or circumstances shall occur is removed, or arise; namely, such Agent becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor Agent which shall be a reputable financial institution of such Agent in relation to such Notes has not been good standing may be appointed by the Company Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the tenth (10thAgent when it shall be of immediate effect) day before upon expiry of the expiration of such noticenotice to be given under clause 27, such the Agent may itselfso superseded shall cease to be an Agent under this Agreement.
25.6 Subject to subclause 25.1, following such the Issuer may, after prior consultation with the Company as may be practicable under Principal Paying Agent, terminate the circumstances, appoint as its successor appointment of any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions of the Notes other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in question) and give notice of such appointment writing to that effect (other than in accordance with the terms and conditions of such 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 Indentureinsolvency).
25.7 Subject to subclause 25.1, all or any of the Agents (fother than the Principal Paying Agent or the Registrar) 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.
25.8 Upon any its resignation or revocation removal becoming effective under this Section 7.16effective, the relevant an Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(iia) in the case of the Principal Paying Agent, deliver to the Company Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(vb) upon be entitled to the payment to it by the Company Issuer of all amounts owed to itthe commissions, forthwith transfer all money fees and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor expenses payable in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it respect of its duties and responsibilities hereunderservices under this Agreement before termination in accordance with the terms of clause 20.
(g) Any corporation into which any 25.9 Upon its appointment becoming effective, a successor or new Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formalityaction, whereupon become vested with all the parties hereto authority, rights, powers, duties and such successor agent shall thereafter have obligations of its predecessor or, as the case may be, an Agent with the same rights and obligations among them effect as would have been the case had they then entered into if originally named as an agreement in the form mutatis mutandis of Agent under this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties heretoAgreement.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (a) 17.1 Any Paying Agent, Transfer Agent or Registrar may resign its appointment hereunder as the agent of the Issuer in relation to the Notes upon the expiration of not less than thirty (30) days' notice to that effect by such Paying Agent, Transfer Agent or, as the case may be, the Registrar to the Company Issuer (with a copy copy, if necessary, to the Indenture Trustee); provided, however, that Fiscal Agent) provided that:
(a) any such notice which would otherwise expire within thirty (30) days before or after the Maturity Date maturity date of any Series of Notes or any interest or other payment date of a series in relation to any Series of Notes shall be deemed deemed, in relation to such Series only, to expire on the thirtieth (30th) day following such date; and
(b) in the Maturity Date case of the Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom or, so long as any Notes are listed on any stock exchange, the Paying Agent or the Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, such resignation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Notes has been appointed by the Issuer or in accordance with Clause 17.6 and notice of such appointment has been given in accordance with Condition 14.
17.2 The Issuer may revoke its appointment of any Paying Agent, Registrar or the Transfer Agent as its agent in relation to the Notes by not less than thirty days' notice to that effect to such Paying Agent, Transfer Agent or, as the case may be, such interest Registrar provided that, in the case of the Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom or, so long as any Notes are listed on any stock exchange, the Paying Agent or Registrar with its specified office in London and/or in such other payment date place as may be required by any such stock exchange, such revocation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Notes has been appointed by the Issuer and notice of such appointment has been given in accordance with respect to such series of NotesCondition 14.
(b) 17.3 The Company Issuer may revoke its appointment of any Paying Agent, Registrar or the Transfer Agent as its agent hereunder upon and/or in relation to any Series of Notes if such paying agent, registrar or transfer agent is an FFI and does not less than thirty (30) days' notice become, or ceases to that effect to each of the applicable Agent and the Indenture Trusteebe, a Participating FFI.
(c) 17.4 The appointment of any Paying Agent, Registrar or Transfer Agent hereunder as the agent of the Issuer in relation to the Notes shall terminate forthwith if any of the following events or circumstances shall occur or arise; , namely: such Paying Agent, such Transfer Agent or, as the case may be, Registrar becomes incapable of acting; such Paying Agent, Transfer Agent or, as the case may be, Registrar is adjudged bankrupt or insolvent; such Paying Agent, Transfer Agent or, as the case may be, Registrar files a voluntary petition in 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; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent, Transfer Agent or, as the case may be, Registrar; a receiver, administrator or other similar official of such Paying Agent, Transfer Agent or, as the case may be, Registrar or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Paying Agent, Transfer Agent or, as the case may be, Registrar under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Paying Agent, Transfer Agent or, as the case may be, Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
(d) 17.5 The Company Issuer may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents agents in relation to any such the Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, hereto and such substitute or additional agents shall thereafter, 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 IndentureAgreement.
(e) 17.6 If any Paying Agent, Transfer Agent or Registrar gives notice of its resignation in accordance with this Section 7.16, Clause 17.1 and by the tenth day before the expiration of such notice a successor to such Paying Agent, Transfer Agent or, as the case may be, Registrar as the agent of such Agent the Issuer in relation to such the Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such noticeIssuer, such Paying Agent, Transfer Agent or, as the case may be, Registrar may itself, following such consultation with the Company Issuer as may be practicable under 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 in question) and give notice of such appointment in accordance with the terms and conditions of such NotesCondition 14, 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.Agreement.
(f) 17.7 Upon any resignation or revocation becoming effective under this Section 7.16Clause 17, the relevant Paying Agent, the Transfer Agent or, as the case may be, Registrar shall:
(ia) be released and discharged from its obligations under this IndentureAgreement (save that it shall remain entitled to the benefit of and subject to the provisions of Clause 15.3, Clause 16 and this Clause 17);
(iib) repay to the Issuer such part of any fee paid to it in accordance with Clause 15.1 as shall relate to any period thereafter;
(c) in the case of the Paying Fiscal Agent, deliver to the Company Issuer and to the its successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Fiscal Agent, of the records maintained by it in accordance with Section 3.04Clause 13;
(iiid) in the case of the a Registrar, deliver to the Company Issuer and to its successor 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 Clause 14; and
(e) in the case of a Transfer Agent, deliver to the Issuer and to its successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Transfer Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; andClause 12;
(vf) As soon as reasonably practicable (upon payment to it by the Company of all amounts owed any amount due to it, forthwith it in accordance with Clause 15 or Clause 16.4) transfer all money moneys and papers (including any unissued Temporary Global Notes, Permanent Global Notes, Definitive Bearer Notes, Coupons or, as the case may be, Registered Notes and/or Definitive Notes) held by it hereunder hereunder) to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) 17.8 Any corporation into which any Paying Agent, Transfer Agent or Registrar may be merged or converted, any corporation with which any Paying Agent, Transfer Agent or Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, Transfer Agent or Registrar shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Paying Agent hereunder and or, as the case may be, Transfer Agent or Registrar as agent of the Issuer in relation to the affected Notes without any further formality, 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 IndentureAgreement. Notice of any such merger, conversion, conversion or consolidation or succession shall forthwith be given by such successor to the Company Issuer and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (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 7.16 on or 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 Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the same.
Appears in 1 contract
Sources: Fiscal Agency Agreement
Changes in Agents. (a) Any Agent may resign its appointment hereunder upon 25.1 Each of the expiration Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of not less than thirty (30) days' notice to that effect all amounts in respect of all outstanding Covered Bonds have been made available to the Company (with a copy Principal Paying Agent and have been returned to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before Issuer or after the Maturity Date or any interest or other payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date orGuarantors, as the case may be, such interest or other payment date with respect to such series of Notes.as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) The Company it will maintain a Paying Agent (which may revoke its appointment of any be the Principal Paying Agent) and an N Covered Bond Paying Agent hereunder upon not less than thirty (30) days' notice to that effect to each of having a specified office in a city approved by the applicable Agent and the Indenture Trustee.Bond Trustee in Europe;
(c) The appointment so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of any Bearer Covered Bonds) which may be the Principal Paying Agent hereunder shall terminate forthwith if and a Transfer Agent (in the case of Registered Covered Bonds) 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 as the case may be, other relevant authority;
(d) so long as any of the following events Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States; and
(e) the Issuer will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with or introduced in order to conform to such Directive, if any (if there is any such Member State), provided that the Issuer shall not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in a Member State of the European Union unless at least one Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments). Any variation, termination, appointment or change shall occur 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 13 (Notices).
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or arise; namelyremoval under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registrar, such as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, 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 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting; acting or is adjudged bankrupt or insolvent; , or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiveran administrator, administrator liquidator or administrative or other similar official receiver of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if 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.
(d) The Company , a Successor Agent which shall be a reputable financial institution of good standing may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been be appointed by the Company by Issuer and the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation Guarantors with the Company as may be practicable under the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions prior written approval of the Notes in question) Bond Trustee. Upon the appointment of a Successor Agent and give notice of such appointment in accordance with the terms and conditions of such 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 any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge acceptance by it of its duties appointment and responsibilities hereunder.
(g) Any corporation into which any other than in case of insolvency of the Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent when it shall be a party, or any corporation succeeding of immediate effect) upon expiry of the notice to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to under Clause 28, the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it so superseded shall give notice to the Company (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 7.16 on or prior to the date of such change) publish or cause cease to be published notice thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Company shall deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized Officers of the Company together with certified specimen signatures of the samean Agent under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. (a) 10.1 Any Agent may resign its appointment hereunder upon at any time by giving to the expiration Issuer, and the Issuer may terminate the appointment of not less than thirty (30) any Agent by giving to such Agent, at least 45 days' ’ 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.
10.2 If any Agent resign or is removed pursuant to Clause 10.1 above, the Company (with a copy to Issuer shall promptly and in any event within 90 days before the Indenture Trustee); provided, however, that expiry of any such notice which would otherwise expire appoint a successor (being a reputable financial institution of good standing). If the Issuer fails to appoint a successor within thirty (30) days before or after such period, the Maturity Date or any interest or other payment date relevant Agent may select a reputable financial institution of a series of Notes good standing willing to act as replacement Agent under this Agreement and the Issuer shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, appoint that financial institution as the case may be, such interest or other payment date with respect to such series of Notessuccessor Agent.
10.3 Any successor Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer and (bunless its predecessor is the Principal Paying Agent) The Company may revoke its the Principal Paying Agent an instrument accepting such appointment hereunder, and thereupon such successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as an Agent under this Agreement.
10.4 If the appointment of any Agent hereunder upon not less than thirty is terminated (30) days' notice to that effect to each whether by the Issuer or by the resignation of the applicable Agent and the Indenture Trustee.
(c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise; namelysuch Agent), such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in 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; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; 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 any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents 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.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under 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 in question) and give notice of such appointment in accordance with the terms and conditions of such 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 any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall:
(i) be released and discharged from its obligations under this Indenture;
(ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04;
(iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07;
(iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and
(v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
(g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, 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. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto.
(h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (with a copy to the Indenture Trustee) of the address of the new specified office stating on 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 termination takes effect (unless the appointment of the relevant Agent is to terminate pursuant to any of the foregoing provisions of this Section 7.16 on or 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 Company shall deliver to the Indenture Trustee successor Agent all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (with a copy except such documents and records as it is obliged by law or regulation to the Paying Agentretain or not to release) a list and pay to its successor Agent any amounts which may be held by it in respect of the Authorized Officers of the Company together with certified specimen signatures of the sameNotes 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.
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Sources: Agency Agreement