Changes in Agents. 24.1 Each of the relevant Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may be, as provided in this Agreement: (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 (for as long as there are any Registered Notes outstanding) a Registrar; (c) in the case of Subordinated Notes, there will at all times be a Calculation Agent; and (d) whenever a function expressed in the relevant Conditions to be performed by the Reset Reference Banks falls to be performed, appoint and (for so long as such function is required to be performed) maintain Reset Reference Banks. In addition, the relevant Issuer and the relevant Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be. 24.2 Each of the Principal Paying Agent, the Registrar and the Calculation Agent may (subject as provided in subclause 24.4) at any time resign by giving at least 30 days' written notice to SES and SES Americom specifying the date on which its resignation shall become effective. 24.3 Each of the Principal Paying Agent, the Registrar and the Calculation Agent may (subject as provided in subclause 24.4) be removed at any time by SES and SES Americom (acting together) on at least 30 days' notice in writing from SES and SES Americom specifying the date when the removal shall become effective. 24.4 Any resignation under subclause 24.2 or removal of the Principal Paying Agent, the Registrar or the Calculation Agent under subclause 24.3 or 24.5 shall only take effect upon the appointment by SES and SES Americom of a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent, Registrar or Calculation Agent, as the case may be) on the expiry of the notice to be given under clause 26. Each of SES and SES Americom agrees with the Principal Paying Agent, the Registrar and the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 24.2, SES and SES Americom have not appointed a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, then the Principal Paying Agent, Registrar or Calculation Agent, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstances, on behalf of SES and SES Americom to appoint in its place as a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, a reputable financial institution of good standing which SES and SES Americom shall approve. 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by SES and SES Americom. 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 26, the Agent so superseded shall cease to be an Agent under this Agreement. 24.6 Subject to subclause 24.1, SES and SES Americom may, after prior consultation with the Principal Paying Agent, 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 30 days' notice in writing to that effect (other than in the case of insolvency). 24.7 Subject to subclause 24.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving SES, SES Americom and the Principal Paying Agent at least 30 days' written notice to that effect. 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent or the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the relevant Issuer (failing which the relevant Guarantor) 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. 24.9 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. 24.10 In the event that the relevant Issuer or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on the Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify the relevant Agent of any such redirection or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the Issuers.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1
23.1 Each of the relevant Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Issuing and Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be a Issuing and Principal Paying Agent and, in the case of Registered Notes, a Registrar and a Transfer Agent; and
(b) so long as any Notes are listed on any Stock Exchange, Exchange or admitted to trading by any other relevant authority there will at all times be a Paying Agent, which may be Agent (in the Principal Paying Agent, case of Bearer Notes) and a Transfer Agent, which may be Agent (in the Registrar case of Registered Notes) with a specified office in the place (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and (for as long as there are any Registered Notes outstanding) a Registrar;
(c) in the case of Subordinated Notes, there will at all times be a Calculation Agent; and
(d) whenever a function expressed in the relevant Conditions to be performed by the Reset Reference Banks falls to be performed, appoint and (for so long as such function is required to be performed) maintain Reset Reference Banks. In addition, the relevant Issuer and the relevant Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be7.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 60 days' prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be.15.
24.2 23.2 Each of the Issuing and Principal Paying Agent, Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.423.4) at any time resign by giving at least 30 60 days' written notice to SES the Issuer and SES Americom the Guarantor specifying the date on which its resignation shall become effective.effective.
24.3 23.3 Each of the Issuing and Principal Paying Agent, Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.423.4) be removed at any time by SES the Issuer and SES Americom (acting together) the Guarantor on at least 30 days' notice in writing from SES the Issuer and SES Americom the Guarantor specifying the date when the removal shall become effective.effective.
24.4 23.4 Any resignation under subclause 24.2 23.2 or removal of the Issuing and Principal Paying Agent, Agent or the Registrar under subclauses 23.3 or the Calculation Agent under subclause 24.3 or 24.5 23.5 shall only take effect upon the appointment by SES the Issuer and SES Americom the Guarantor of a successor ▇▇▇▇▇▇▇ and Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, and (other than in cases of insolvency of the Issuing and Principal Paying Agent, Registrar Agent or Calculation Agentthe Registrar, as the case may be) on the expiry of the notice to be given under clause 2625. Each of SES the Issuer and SES Americom the Guarantor agrees with the Issuing and Principal Paying Agent, Agent and the Registrar and the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 24.223.2, SES the Issuer and SES Americom the Guarantor have not appointed a successor ▇▇▇▇▇▇▇ and Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, then the Issuing and Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstancesentitled, on behalf of SES the Issuer and SES Americom the Guarantor, to appoint in its place as a successor ▇▇▇▇▇▇▇ and Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, in its place a reputable financial institution of good standing which SES the Issuer and SES Americom the Guarantor shall approve.approve (such approval not to be unreasonably withheld or delayed).
24.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, the appointment of such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by SES the Issuer and SES Americomthe Guarantor. 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 2625, the Agent so superseded shall cease to be an Agent under this Agreement.
24.6 23.6 Subject to subclause 24.123.1, SES the Issuer and SES Americom the Guarantor may, after prior consultation with the Issuing and Principal Paying Agent, 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 Issuing and Principal Paying Agent and to the relevant other Agent at least 30 days' notice in writing to that effect (other than in the case of insolvency).
24.7 23.7 Subject to subclause 24.123.1, all or any of the Agents (other than the Issuing and Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving SESthe Issuer, SES Americom the Guarantor and the Issuing and Principal Paying Agent at least 30 60 days' written notice to that effect.
24.8 23.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Issuing and Principal Paying Agent or and the Registrar, immediately as soon as reasonably practicable transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the relevant Issuer (failing which the relevant Guarantor) 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.
24.9 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.
24.10 In the event that the relevant Issuer or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on the Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify the relevant Agent of any such redirection or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the Issuers.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1
23.1 Each of the relevant Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may be, as provided in this Agreement: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 Agent, a Registrar and, if and (for as so long as there are any Registered Notes outstanding) calculation or determination is required to be made under the Conditions in respect of any Note by a Registrar;Calculation Agent, a Calculation Agent; and
(cb) in so long as the case of Subordinated NotesNotes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Calculation AgentPaying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(dc) whenever there will at all times be a function expressed Paying Agent in a jurisdiction within Europe, other than the relevant Conditions to be performed by jurisdiction in which the Reset Reference Banks falls to be performed, appoint and (for so long as such function Issuer or the Guarantor is required to be performed) maintain Reset Reference Banksincorporated. In addition, the relevant Issuer and the relevant Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be7.6 (General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be15 (Notices).
24.2 23.2 Each of the Principal Paying Agent, Agent and the Registrar and the Calculation Agent may (without needing to give any reason and without any liability therefor and subject as provided in subclause 24.423.4) at any time resign by giving at least 30 45 days' ’ written notice to SES the Issuer, the Guarantor and SES Americom the Trustee specifying the date on which its resignation shall become effective.effective.
24.3 23.3 Each of the Principal Paying Agent, Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.423.4) be removed at any time by SES the Issuer and SES Americom (acting together) the Guarantor on at least 30 45 days' ’ notice in writing from SES the Issuer and SES Americom the Guarantor specifying the date when the removal shall become effective.effective.
24.4 23.4 Any resignation under subclause 24.2 23.2 or removal of the Principal Paying Agent, Agent or the Registrar under subclauses 23.3 or the Calculation Agent under subclause 24.3 or 24.5 23.5 shall only take effect upon the appointment by SES the Issuer and SES Americom the Guarantor of a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent, Registrar Agent or Calculation Agentthe Registrar, as the case may be) on the expiry of the notice to be given under clause 2625. Each of SES the Issuer and SES Americom the Guarantor agrees with the Principal Paying Agent, Agent and the Registrar and the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 24.223.2, SES the Issuer and SES Americom the Guarantor have not appointed a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, then the Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstancesentitled, on behalf of SES the Issuer and SES Americom the Guarantor, to appoint in its place as a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, a reputable financial institution of good standing which SES the Issuer, the Guarantor and SES Americom the Trustee shall approve.approve in writing, which approval shall not be unreasonably withheld or delayed.
24.5 23.5 In case at any time any Agent (a) resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation or (b) fails duly or for an extended period of time to perform its functions and duties under the Conditions and this Agreement, a successor Agent which shall be a reputable financial institution of good standing may be appointed by SES the Issuer and SES Americomthe Guarantor 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 Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2625, the Agent so superseded shall cease to be an Agent under this Agreement.
24.6 23.6 Subject to subclause 24.123.1, SES the Issuer and SES Americom the Guarantor may, after prior consultation with the Principal Paying Agentprior 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 30 45 days' ’ notice in writing to that effect (other than in the case of insolvency).
24.7 23.7 Subject to subclause 24.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving SESthe Issuer, SES Americom the Guarantor, the Trustee and the Principal Paying Agent at least 30 45 days' ’ written notice to that effect.
24.8 23.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent or and the Registrar, Registrar immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the relevant Issuer (failing which which, the relevant Guarantor) 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.
24.9 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.
24.10 In the event that the relevant Issuer or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on the Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify the relevant Agent of any such redirection or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the Issuers.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 Each of the relevant The Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Fiscal Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may beIssuer, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to trading by any other relevant authority, there will at all times be be, in the case of Bearer Notes, a Paying Agent, Agent (which may be the Principal Paying Fiscal Agent) and, and in the case of Registered Notes, a Transfer Agent, Agent (which may be the Registrar Registrar), with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Fiscal Agent and (for as long as there are any Registered Notes outstanding) a Registrar;
(c) so long as any of the Registered Global Notes payable in the case of Subordinated Notesa 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 Calculation Agentspecified office in New York City; and
(d) whenever there will at all times be a function expressed Paying Agent in a jurisdiction, other than the relevant Conditions to be performed by jurisdiction in which the Reset Reference Banks falls to be performed, appoint and (for so long as such function Issuer is required to be performed) maintain Reset Reference Banksincorporated. In addition, the relevant Issuer and the relevant Guarantor shall immediately as soon as practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be7.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (cases as provided in subclause 24.5)24.4 or a Paying Agent ceasing to be a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be15.
24.2 Each of the Principal Paying Agent, Fiscal Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.424.5) at any time resign by giving at least 30 45 days' written notice to SES and SES Americom the Issuer specifying the date on which its resignation shall become effective.
24.3 Each of the Principal Paying Agent, Fiscal Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.424.5) be removed at any time by SES and SES Americom (acting together) the Issuer on at least 30 45 days' notice in writing from SES and SES Americom the Issuer specifying the date when the removal shall become effective.
24.4 Any resignation under subclause 24.2 or removal Notwithstanding the provisions of the Principal Paying AgentClause 24.5, the Registrar or the Calculation Agent under subclause 24.3 or 24.5 shall only take effect upon the appointment by SES and SES Americom of a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent, Registrar or Calculation Agent, as the case may be) on the expiry of the notice to be given under clause 26. Each of SES and SES Americom agrees with the Principal Paying Agent, the Registrar and the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 24.2, SES and SES Americom have not appointed a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, then the Principal Paying Agent, Registrar or Calculation Agent, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstances, on behalf of SES and SES Americom to appoint in its place as a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, a reputable financial institution of good standing which SES and SES Americom shall approve.
24.5 In case if at any time any Agent resignsan Agent: (a) fails to comply with its obligations hereunder, or is removed, or (b) becomes incapable of acting or acting, (c) 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by SES and SES Americom. 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 26, the Agent so superseded shall cease to be an Agent under this Agreement.
24.6 Subject to subclause 24.1, SES and SES Americom may, after prior consultation with the Principal Paying Agent, 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 30 days' notice in writing to that effect (other than in the case of insolvency).
24.7 Subject to subclause 24.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving SES, SES Americom and the Principal Paying Agent at least 30 days' written notice to that effect.
24.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent or the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the relevant Issuer (failing which the relevant Guarantor) 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.
24.9 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.
24.10 In the event that the relevant Issuer or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on the Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify the relevant Agent of any such redirection or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the Issuers.,
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 Each of the relevant 20.1 The Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may beIssuer, 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 Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and (for as long as there are any Registered Notes outstanding) a Registrar;Agent; and
(c) in the case of Subordinated Notes, there will at all times be a Calculation Agent; and
(d) whenever Paying Agent in a function expressed jurisdiction within Europe, other than the jurisdiction in which the relevant Conditions to be performed by the Reset Reference Banks falls to be performed, appoint and (for so long as such function Issuer is required to be performed) maintain Reset Reference Banksincorporated. In addition, the relevant Issuer and the relevant Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be5.4 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.520.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be13 (Notices).
24.2 Each of the 20.2 The Principal Paying Agent, the Registrar and the Calculation Agent may (subject as provided in subclause 24.420.4) at any time resign by giving at least 30 90 days' prior written notice to SES and SES Americom the Issuer specifying the date on which its resignation shall become effective.
24.3 Each of the 20.3 The Principal Paying Agent, the Registrar and the Calculation Agent may (subject as provided in subclause 24.420.4) be removed at any time by SES and SES Americom (acting together) the Issuer on at least 30 45 days' prior notice in writing from SES and SES Americom the Issuer specifying the date when the removal shall become effective.
24.4 20.4 Any resignation under subclause 24.2 20.2 or removal of the Principal Paying Agent, the Registrar or the Calculation Agent under subclause 24.3 or 24.5 shall only take effect upon the appointment by SES and SES Americom of a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent, Registrar or Calculation Agent, as the case may be) on the expiry of the notice to be given under clause 26. Each of SES and SES Americom agrees with the Principal Paying Agent, the Registrar and the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 24.2, SES and SES Americom have not appointed a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, then the Principal Paying Agent, Registrar or Calculation Agent, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstances, on behalf of SES and SES Americom to appoint in its place as a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, a reputable financial institution of good standing which SES and SES Americom shall approve.subclauses
24.5 20.5 In case at any time any Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its it s property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by SES and SES Americomthe Issuer. 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 2622, the Agent so superseded shall cease to be an Agent under this Agreement.
24.6 20.6 Subject to subclause 24.120.1, SES and SES Americom the Issuer may, after prior consultation with the Principal Paying Agent, 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 30 45 days' prior notice in writing to that effect (other than in the case of insolvencyinsolvency when it shall be of immediate effect).
24.7 20.7 Subject to subclause 24.120.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving SES, SES Americom the Issuer and the Principal Paying Agent at least 30 45 days' prior written notice to that effect.
24.8 20.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent or the RegistrarAgent, immediately as promptly as practicable transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the relevant Issuer (failing which the relevant Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1815.
24.9 20.9 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.
24.10 In 20.10 Notwithstanding any other provision in this Agreement, if the event that the relevant Issuer or the relevant Guarantor determines determines, in its sole discretion discretion, that any deduction or withholding for or on account of any Tax it will be required by Applicable Law to withhold or deduct any FATCA Withholding in connection with any payment payments due on the Notes, then Notes and such FATCA Withholding would not have arisen but for the Agent or relevant Issuer or, as Paying Agent not being or having ceased to be a person to whom any payments due on the case may beNotes are free from FATCA Withholding, the relevant Guarantor Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that terminate the payment may be made without such deductions or withholding. The relevant Issuer Agent or the relevant Guarantor Paying Agent without notice and such termination will promptly notify the relevant Agent of be effective from any such redirection time specified in writing to such Agent or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the IssuersPaying Agent.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 Each of the relevant The Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may beIssuer, as provided in this Agreementherein:
(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 a Registrar, with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityauthority or authorities;
(b) there will at all times be a Principal Paying Agent and (for as long as there are any Registered Notes outstanding) a at least one Registrar;; and
(c) so long as any of the Registered Global Notes payable in the case of Subordinated Notesa 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 Calculation Agent; and
(d) whenever a function expressed specified office in the relevant Conditions to be performed by the Reset Reference Banks falls to be performed, appoint and (for so long as such function is required to be performed) maintain Reset Reference BanksNew York City. In addition, the relevant Issuer and the relevant Guarantor shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.524.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be14.
24.2 Each of the Principal Paying Agent, the Registrar Agent and the Calculation Agent Registrars may (subject as provided in subclause 24.424.4 below) at any time resign as such by giving at least 30 90 days' written notice to SES and SES Americom the Issuer 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, the Registrar Agent and the Calculation Agent Registrars may (subject as provided in subclause 24.424.4 below) be removed at any time by SES and SES Americom (acting together) the Issuer on at least 30 45 days' notice by the filing with it of an instrument in writing from SES signed on behalf of the Issuer specifying such removal and SES Americom specifying the date when the removal it shall become effective.
24.4 Any resignation under subclause 24.2 or removal of the Principal Paying Agent, the Agent or a Registrar or the Calculation Agent under subclause subclauses 24.3 or 24.5 shall only take effect upon the appointment by SES and SES Americom the Issuer as hereinafter provided, of a successor Principal Paying Agent, Registrar Agent or Calculation Agenta Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent, Registrar Agent or Calculation Agenta Registrar, as the case may be) on the expiry of the notice to be given under clause 26. Each of SES and SES Americom The Issuer agrees with the Principal Paying Agent, the Registrar Agent and the Calculation Agent Registrars that if, by the day falling 10 ten days before the expiry of any notice under subclause 24.2, SES and SES Americom have the Issuer has not appointed a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, then the Principal Paying Agent, Registrar Agent or Calculation Agentthe relevant Registrar, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstancesentitled, on behalf of SES and SES Americom the Issuer, to appoint in its place as a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, in its place a reputable financial institution of good standing which SES and SES Americom the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed).
24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by SES and SES Americomthe Issuer by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of its such 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 26, 26 the Agent so superseded shall cease to be an Agent under this Agreementhereunder.
24.6 Subject to subclause 24.1, SES and SES Americom the Issuer may, after prior consultation with the Principal Paying Agent, 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 30 45 days' notice in writing to that effect (other than in the case of insolvency).
24.7 Subject to subclause 24.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement hereunder at any time by giving SES, SES Americom the Issuer and the Principal Paying Agent at least 30 45 days' written notice to that effect.
24.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent or Agent, the RegistrarRegistrars and the Exchange Agent, immediately forthwith transfer all moneys and records held by it under this Agreement hereunder to the successor AgentAgent ▇▇▇▇▇▇▇▇▇; and
(b) be entitled to the payment by the relevant Issuer (failing which the relevant Guarantor) of the its commissions, fees and expenses payable in respect of its for the services under this Agreement before termination theretofore rendered hereunder in accordance with the terms of clause 1819.
24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with the same like effect as if originally named as an Agent under this Agreementhereunder.
24.10 In the event that the relevant Issuer or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on the Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify the relevant Agent of any such redirection or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the Issuers.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 Each of the relevant Issuer (1) Fiat Chrysler and the relevant Guarantor agrees FCFE each agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the relevant GuarantorGuarantor (in the case of Guaranteed Notes), as the case may be, 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 AgentAgent or, in the case of CMU Notes, the CMU Lodging and a Transfer Agent, which may be the Registrar Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange;
(b) there will at all times be a Principal Paying Agent and, in the case of CMU Notes, a CMU Lodging and (for as long as there are any Registered Notes outstanding) a RegistrarPaying Agent;
(c) in the case of Subordinated Notes, there will at all times be a Calculation Agent; and
Paying Agent in a jurisdiction within Europe, other than or in addition to (di) whenever a function expressed the jurisdiction in which the relevant Issuer or the Guarantor (in the relevant Conditions case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to be performed the Guarantee by the Reset Reference Banks falls to be performed, appoint and Guarantor (for so long as such function is required to be performed) maintain Reset Reference Banksin the case of Guaranteed Notes). In addition, the relevant Issuer and and/or the relevant 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 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5(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 14 or Condition 18 of the Subordinated Notes, as the case may be13.
24.2 (2) Each of the Principal Paying Agent, the Registrar Agent and the Calculation CMU Lodging and Paying Agent may (subject as provided in subclause 24.4(4)) at any time resign by giving at least 30 90 days' written notice to SES Fiat Chrysler and SES Americom FCFE, specifying the date on which its resignation shall become effective.
24.3 (3) Each of the Principal Paying Agent, the Registrar Agent and the Calculation CMU Lodging and Paying Agent may (subject as provided in subclause 24.4(4)) be removed at any time by SES and SES Americom (acting together) Fiat Chrysler and/or FCFE on at least 30 45 days' notice in writing from SES and SES Americom Fiat Chrysler and/or FCFE (as the case may be) specifying the date when the removal shall become effective.
24.4 (4) Any resignation under subclause 24.2 (2) or removal of the Principal Paying Agent, the Registrar Agent or the Calculation CMU Lodging and Paying Agent under subclause 24.3 (3) or 24.5 (5) shall only take effect upon the appointment by SES and SES Americom Fiat Chrysler and/or FCFE, of a successor Principal Paying Agent, Registrar Agent or Calculation CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent, Registrar Agent or Calculation 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 2624. Each of SES Fiat Chrysler and SES Americom FCFE jointly and severally agrees with the Principal Paying Agent, the Registrar Agent and the Calculation CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause 24.2(2), SES Fiat Chrysler and SES Americom FCFE have not appointed a successor Principal Paying Agent, Registrar Agent or Calculation CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent, Registrar Agent or Calculation CMU Lodging and Paying Agent, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstancesentitled, on behalf of SES Fiat Chrysler and SES Americom FCFE, to appoint in its place as a successor Principal Paying Agent, Registrar Agent or Calculation CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which SES Fiat Chrysler and SES Americom FCFE shall approveapprove (such approval not to be unreasonably withheld or delayed).
24.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by SES Fiat Chrysler and SES AmericomFCFE. 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 2624, the Agent so superseded shall cease to be an Agent under this Agreement.
24.6 (6) Subject to subclause 24.1(1), SES Fiat Chrysler and SES Americom FCFE may, after prior consultation with the Principal Paying Agent, 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 30 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI).
24.7 (7) Subject to subclause 24.1(1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving SES, SES Americom Fiat Chrysler and FCFE and the Principal Paying Agent at least 30 45 days' written notice to that effect.
24.8 (8) Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent or and the RegistrarCMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the relevant each Issuer (failing which which, other than where the relevant Issuer is Fiat Chrysler, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1816.
24.9 (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.
24.10 (10) In the event that the relevant Issuer case of a resignation of an Agent under subclause (2) or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law 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 removed at any payment due on time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify where the relevant Agent of any such redirection is an FFI and fails to become, or reorganisation. In additionceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the IssuersIssuer.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 Each of the relevant Issuer and the relevant Guarantor (1) ▇▇▇▇▇▇▇▇▇▇ 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may beIssuer, 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 AgentAgent or, in the case of CMU Notes, the CMU Lodging and a Transfer Agent, which may be the Registrar Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange;
(b) there will at all times be a Principal Paying Agent and, in the case of CMU Notes, a CMU Lodging and (for as long as there are any Registered Notes outstanding) a RegistrarPaying Agent;
(c) in the case of Subordinated Notes, there will at all times be a Calculation Agent; and
Paying Agent in a jurisdiction within Europe, other than or in addition to (di) whenever a function expressed the jurisdiction in which the relevant Conditions to be performed by the Reset Reference Banks falls to be performedIssuer is incorporated, appoint and (for so long as such function is required to be performedii) maintain Reset Reference Banksthe United Kingdom. In addition, the relevant Issuer and the relevant Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5(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 14 or Condition 18 of the Subordinated Notes, as the case may be13.
24.2 (2) Each of the Principal Paying Agent, the Registrar Agent and the Calculation CMU Lodging and Paying Agent may (subject as provided in subclause 24.4(4)) at any time resign by giving at least 30 90 days' written notice to SES and SES Americom Stellantis, specifying the date on which its resignation shall become effective.
24.3 (3) Each of the Principal Paying Agent, the Registrar Agent and the Calculation CMU Lodging and Paying Agent may (subject as provided in subclause 24.4(4)) be removed at any time by SES and SES Americom (acting together) Stellantis on at least 30 45 days' notice in writing from SES and SES Americom Stellantis (as the case may be) specifying the date when the removal shall become effective.
24.4 (4) Any resignation under subclause 24.2 (2) or removal of the Principal Paying Agent, the Registrar Agent or the Calculation CMU Lodging and Paying Agent under subclause 24.3 (3) or 24.5 (5) shall only take effect upon the appointment by SES and SES Americom ▇▇▇▇▇▇▇▇▇▇, of a successor Principal Paying Agent, Registrar Agent or Calculation CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent, Registrar Agent or Calculation 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 2624. Each of SES and SES Americom Stellantis agrees with the Principal Paying Agent, the Registrar Agent and the Calculation CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause 24.2(2), SES and SES Americom have Stellantis has not appointed a successor Principal Paying Agent, Registrar Agent or Calculation CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent, Registrar Agent or Calculation CMU Lodging and Paying Agent, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstancesentitled, on behalf of SES and SES Americom Stellantis, to appoint in its place as a successor Principal Paying Agent, Registrar Agent or Calculation CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which SES and SES Americom Stellantis shall approveapprove (such approval not to be unreasonably withheld or delayed).
24.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by SES and SES AmericomStellantis. 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 2624, the Agent so superseded shall cease to be an Agent under this Agreement.
24.6 (6) Subject to subclause 24.1(1), SES and SES Americom Stellantis may, after prior consultation with the Principal Paying Agent, 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 30 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI).
24.7 (7) Subject to subclause 24.1(1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving SES, SES Americom Stellantis and the Principal Paying Agent at least 30 45 days' written notice to that effect.
24.8 (8) Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent or and the RegistrarCMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the relevant Issuer (failing which the relevant Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1816.
24.9 (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.
24.10 (10) In the event that the relevant Issuer case of a resignation of an Agent under subclause (2) or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law 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 removed at any payment due on time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify where the relevant Agent of any such redirection is an FFI and fails to become, or reorganisation. In additionceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the IssuersIssuer.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 23.1 Each of the relevant Issuer Issuers and the relevant Guarantor agrees agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Relevant Issuer or the relevant Guarantor, as Guarantor (in the case may be, of Guaranteed Notes) 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 Principal Paying Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and (for as long as there are any Registered Notes outstanding) a Registrar;; and
(c) so long as any Registered Global Notes are registered in the case name of Subordinated Notesa nominee for DTC, there will at all times be a Calculation an Exchange Agent; and
(d) whenever a function expressed in the relevant Conditions to be performed by the Reset Reference Banks falls to be performed, appoint and (for so long as such function is required to be performed) maintain Reset Reference Banks. In addition, the relevant Relevant Issuer and the relevant 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 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be7(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be15.
24.2 23.2 Each of the Principal Paying Agent, Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.423.4) at any time resign by giving at least 30 90 days' written notice to SES the Issuers and SES Americom the Guarantor specifying the date on which its resignation shall become effective.
24.3 23.3 Each of the Principal Paying Agent, Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.423.4) be removed at any time by SES the Issuers and SES Americom the Guarantor (acting togetherin respect of itself only) on at least 30 45 days' notice in writing from SES the Issuers and SES Americom the Guarantor (in the case of Guaranteed Notes) specifying the date when the removal shall become effective.
24.4 23.4 Any resignation under subclause 24.2 23.2 or removal of the Principal Paying Agent, Agent or the Registrar by any Issuer and the Guarantor (in the case of Guaranteed Notes) under subclauses 23.3 or the Calculation Agent under subclause 24.3 or 24.5 23.5 shall only take effect upon the appointment by SES the Relevant Issuer and SES Americom the Guarantor (in the case of Guaranteed Notes) of a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent, Registrar Agent or Calculation Agentthe Registrar, as the case may be) on the expiry of the notice to be given under clause 2625. Each of SES the Relevant Issuers and SES Americom the Guarantor (in the case of Guaranteed Notes) agrees with the Principal Paying Agent, Agent and the Registrar and the Calculation Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause 24.223.2, SES the Relevant Issuer and SES Americom have the Guarantor (in the case of Guaranteed Notes) has not appointed a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, then the Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstancesentitled, on behalf of SES the Relevant Issuer and SES Americom the Guarantor (in the case of Guaranteed Notes), to appoint in its place as a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, in its place a reputable financial institution of good standing which SES the Relevant Issuer and SES Americom the Guarantor (in the case of Guaranteed Notes) shall approveapprove (such approval not to be unreasonably withheld or delayed).
24.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by SES the Relevant Issuer and SES Americomthe Guarantor (in the case of Guaranteed Notes). 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 2625, the Agent so superseded shall cease to be an Agent under this Agreement.
24.6 23.6 Subject to subclause 24.123.1, SES the Relevant Issuer and SES Americom the Guarantor (in the case of Guaranteed Notes) may, after prior consultation with the Principal Paying Agent, 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 30 45 days' notice in writing to that effect (other than in the case of insolvency).
24.7 23.7 Subject to subclause 24.123.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving SESthe Relevant Issuer, SES Americom the Guarantor (in the case of Guaranteed Notes) and the Principal Paying Agent at least 30 45 days' written notice to that effect.
24.8 23.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent or Agent, the RegistrarRegistrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the relevant Relevant Issuer (failing which the relevant GuarantorGuarantor (in the case of Guaranteed Notes)) 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.
24.9 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.
24.10 In the event that the relevant Issuer or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on the Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify the relevant Agent of any such redirection or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the Issuers.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 Each of the relevant 20.1 The Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may beIssuer, 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 Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and (for as long as there are any Registered Notes outstanding) a Registrar;Agent; and
(c) in the case of Subordinated Notes, there will at all times be a Calculation Agent; and
(d) whenever Paying Agent in a function expressed jurisdiction within Europe, other than the jurisdiction in which the relevant Conditions to be performed by the Reset Reference Banks falls to be performed, appoint and (for so long as such function Issuer is required to be performed) maintain Reset Reference Banksincorporated. In addition, the relevant Issuer and the relevant Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be5.4 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.520.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be.13 (Notices).
24.2 Each of the 20.2 The Principal Paying Agent, the Registrar and the Calculation Agent may (subject as provided in subclause 24.420.4) at any time resign by giving at least 30 90 days' prior written notice to SES and SES Americom the Issuer specifying the date on which its resignation shall become effective.effective.
24.3 Each of the 20.3 The Principal Paying Agent, the Registrar and the Calculation Agent may (subject as provided in subclause 24.420.4) be removed at any time by SES and SES Americom (acting together) the Issuer on at least 30 45 days' prior notice in writing from SES and SES Americom the Issuer specifying the date when the removal shall become effective.effective.
24.4 20.4 Any resignation under subclause 24.2 20.2 or removal of the Principal Paying Agent, the Registrar or the Calculation Agent under subclause 24.3 subclauses 20.3 or 24.5 20.5 shall only take effect upon the appointment by SES and SES Americom the Issuer of a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, Agent and (other than in cases of insolvency of the Principal Paying Agent, Registrar or Calculation Agent, as the case may bewhen it shall be of immediate effect) on the expiry of the notice to be given under clause 2622. Each of SES and SES Americom The Issuer agrees with the Principal Paying Agent, the Registrar and the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 24.220.2, SES and SES Americom have the Issuer has not appointed a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, Agent then the Principal Paying Agent, Registrar or Calculation Agent, as the case may be, Agent shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstancesentitled, on behalf of SES and SES Americom the Issuer, to appoint in its place as a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, Agent a reputable financial institution of good standing which SES and SES Americom the Issuer shall approveapprove in writing.
24.5 20.5 In case at any time any Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by SES and SES Americomthe Issuer. 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 2622, the Agent so superseded shall cease to be an Agent under this Agreement.Agreement.
24.6 20.6 Subject to subclause 24.120.1, SES and SES Americom the Issuer may, after prior consultation with the Principal Paying Agent, 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 30 45 days' prior notice in writing to that effect (other than in the case of insolvencyinsolvency when it shall be of immediate effect).
24.7 20.7 Subject to subclause 24.120.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving SES, SES Americom the Issuer and the Principal Paying Agent at least 30 45 days' prior written notice to that effect.
24.8 20.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent or the RegistrarAgent, immediately as promptly as practicable transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the relevant Issuer (failing which the relevant Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1815.
24.9 20.9 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.
24.10 In 20.10 Notwithstanding any other provision in this Agreement, if the event that the relevant Issuer or the relevant Guarantor determines determines, in its sole discretion discretion, that any deduction or withholding for or on account of any Tax it will be required by Applicable Law to withhold or deduct any FATCA Withholding in connection with any payment payments due on the Notes, then Notes and such FATCA Withholding would not have arisen but for the Agent or relevant Issuer or, as Paying Agent not being or having ceased to be a person to whom any payments due on the case may beNotes are free from FATCA Withholding, the relevant Guarantor Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that terminate the payment may be made without such deductions or withholding. The relevant Issuer Agent or the relevant Guarantor Paying Agent without notice and such termination will promptly notify the relevant Agent of be effective from any such redirection time specified in writing to such Agent or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the IssuersPaying Agent.
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 24.1 Each of the relevant Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to trading by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying AgentAgent (in the case of Bearer Notes), and a Transfer AgentAgent (in the case of Registered Notes), which may be the Registrar Registrar, with a specified office in the 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 (for as long as there are any Registered Notes outstanding) a Registrar;; and
(c) if, and for so long as, it may be necessary (in the case context of Subordinated NotesCondition 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 Calculation Agent; and
(d) whenever Paying Agent in a function expressed jurisdiction within Europe, other than the jurisdiction in which the relevant Conditions to be performed by Issuer or the Reset Reference Banks falls to be performed, appoint and (for so long as such function Guarantor is required to be performed) maintain Reset Reference Banksincorporated. In addition, the relevant Issuer and shall with the relevant Guarantor shall prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be6.6 (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 or Condition 18 of the Subordinated Notes, as the case may be.(Notices).
24.2 Each of the Principal Paying Agent, Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.4) at any time resign by giving at least 30 90 days' ’ written notice to SES the Issuer, the Guarantor and SES Americom the Trustee specifying the date on which its resignation shall become effective.effective and without liability for any costs incurred by the Issuer in relation to such resignation.
24.3 Each of the Principal Paying Agent, Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.4) be removed at any time by SES the Issuer and SES Americom (acting together) the Guarantor with the prior written approval of the Trustee on at least 30 45 days' ’ notice in writing from SES the Issuer and SES Americom the Guarantor specifying the date when the removal shall become effective.effective.
24.4 Any resignation under subclause 24.2 or removal of the Principal Paying Agent, Agent or the Registrar or the Calculation Agent under subclause subclauses 24.3 or 24.5 shall only take effect upon the appointment by SES the Issuer and SES Americom the Guarantor of a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent, Registrar Agent or Calculation Agentthe Registrar, as the case may be) on the expiry of the notice to be given under clause 26. Each of SES the Issuer and SES Americom the Guarantor agrees with the Principal Paying Agent, Agent and the Registrar and the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 24.2, SES the Issuer and SES Americom the Guarantor have not appointed a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstancesentitled, on behalf of SES the Issuer and SES Americom the Guarantor, to appoint in its place as a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, a reputable financial institution of good standing which SES the Issuer, the Guarantor and SES Americom the Trustee shall approve.approve.
24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by SES the Issuer and SES Americomthe Guarantor 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 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 under this Agreement.
24.6 Subject to subclause 24.1, SES the Issuer and SES Americom the Guarantor may, after prior consultation with the Principal Paying Agentprior 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 30 45 days' ’ notice in writing to that effect (other than in the case of insolvency, in which case the termination of appointment shall take event immediately upon notice).
24.7 Subject to subclause 24.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving SESthe Issuer, SES Americom the Guarantor, the Trustee and the Principal Paying Agent at least 30 45 days' ’ written notice to that effect.effect.
24.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent or and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the relevant Issuer (failing which which, the relevant Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1819.
24.9 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.
24.10 In the event that the relevant Issuer or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on the Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify the relevant Agent of any such redirection or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the Issuers.
Appears in 1 contract
Sources: Supplemental Agency Agreement
Changes in Agents. 24.1 Each of the relevant Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may be, as provided in this Agreement:
(a) 24.1.1 so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar relevant Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) 24.1.2 there will at all times be a Principal Paying Agent and (for as a relevant Registrar; and
24.1.3 so long as there are any Registered Global Notes outstanding) a Registrar;
(c) are registered in the case name of Subordinated Notesa nominee for DTC, there will at all times be an Exchange Agent with a Calculation Agent; and
(d) whenever a function expressed specified office in the relevant Conditions to be performed by the Reset Reference Banks falls to be performed, appoint and (for so long as such function is required to be performed) maintain Reset Reference BanksNew York City. In addition, the relevant Issuer and the relevant Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause Clause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be14.
24.2 Each of the Principal Paying Agent, Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.4) Clause 24.4 at any time resign by giving at least 30 60 days' ’ written notice to SES the Issuer and SES Americom the Guarantor specifying the date on which its resignation shall become effective.
24.3 Each of the Principal Paying Agent, Agent and the Registrar and the Calculation Agent may (subject as provided in subclause 24.4) Clause 24.4 be removed at any time by SES the Issuer and SES Americom (acting together) the Guarantor on at least 30 days' ’ notice in writing from SES the Issuer and SES Americom the Guarantor specifying the date when the removal shall become effective.
24.4 Any resignation under subclause Clause 24.2 or removal of the Principal Paying Agent, Agent or the Registrar or the Calculation Agent under subclause Clauses 24.3 or 24.5 shall only take effect upon the appointment by SES the Issuer and SES Americom the Guarantor of a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent, Registrar Agent or Calculation Agentthe Registrar, as the case may be) on the expiry of the notice to be given under clause 26Clause 26 (Notification of changes to Agents). Each of SES the Issuer and SES Americom the Guarantor agrees with the Principal Paying Agent, Agent and the Registrar and the Calculation Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause Clause 24.2, SES the Issuer and SES Americom the Guarantor have not appointed a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, then the Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstancesentitled, on behalf and at the expense of SES the Issuer and SES Americom the Guarantor, to appoint in its place as a successor Principal Paying Agent, Registrar Agent or Calculation AgentRegistrar, as the case may be, in its place a reputable financial institution of good standing which SES the Issuer and SES Americom the Guarantor shall approveapprove (such approval not to be unreasonably withheld or delayed).
24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by SES the Issuer and SES Americomthe Guarantor. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26Clause 26 (Notification of changes to Agents), the Agent so superseded shall cease to be an Agent under this Agreement.
24.6 Subject to subclause 24.1Clause 24.2, SES the Issuer and SES Americom the Guarantor may, after prior consultation with the Principal Paying Agent, 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 30 45 days' ’ notice in writing to that effect (other than in the case of insolvency).
24.7 Subject to subclause Clause 24.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving SESthe Issuer, SES Americom the Guarantor and the Principal Paying Agent at least 30 45 days' ’ written notice to that effect.
24.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) 24.8.1 in the case of the Principal Paying Agent or Agent, the RegistrarRegistrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) 24.8.2 be entitled to the payment by the relevant Issuer (failing which the relevant Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18Clause 19 (Commissions and Expenses).
24.9 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.
24.10 In the event that the relevant Issuer or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on the Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify the relevant Agent of any such redirection or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the Issuers.
Appears in 1 contract
Sources: Not Specified in the Provided Text
Changes in Agents. 24.1 Each of the relevant 21.1 The Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may beIssuer, 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 Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and (for as long as there are any Registered Notes outstanding) a RegistrarAgent;
(c) if at any time (i) any withholding or deduction of any amount for or on account of any taxes or duties upon the Notes or Coupons is required upon the Notes or Coupons being presented for payment in the case of Subordinated NotesUnited Kingdom; and (ii) such withholding or deduction would not be required were the Notes or Coupons to be presented for payment outside the United Kingdom, there will at all such times be a Calculation AgentPaying Agent in a jurisdiction within Europe, other than the Tax Jurisdiction; and
(d) whenever a function expressed in the relevant Conditions to be performed by the Reset Reference Banks falls to be performed, appoint and (for so long as such function is required to be performed) maintain Reset Reference Banksan Agent Bank. In addition, the relevant Issuer and shall with the relevant Guarantor shall prior written approval of the Note Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be8.4 (Payments – General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.521.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be16 (Notices).
24.2 Each of the 21.2 The Principal Paying Agent, the Registrar and the Calculation Agent may (subject as provided in subclause 24.421.4) at any time resign (without obligation to give reasons therefor and without any responsibility for costs occasioned thereby) by giving at least 30 60 days' written notice to SES the Issuer and SES Americom the Note Trustee specifying the date on which its resignation shall become effective.
24.3 Each of the 21.3 The Principal Paying Agent, the Registrar and the Calculation Agent may (subject as provided in subclause 24.421.4) be removed at any time by SES and SES Americom (acting together) the Issuer with the prior written approval of the Note Trustee on at least 30 45 days' notice in writing from SES and SES Americom the Issuer specifying the date when the removal shall become effective.
24.4 21.4 Any resignation under subclause 24.2 21.2 or removal of the Principal Paying Agent, the Registrar or the Calculation Agent under subclause 24.3 subclauses 21.3 or 24.5 21.5 shall only take effect upon the appointment by SES and SES Americom the Issuer of a successor Principal Paying Agent, Registrar or Calculation Agent, as Agent approved in writing by the case may be, Note Trustee and (other than in cases of insolvency of the Principal Paying Agent, Registrar or Calculation Agent, as the case may be) on the expiry of the notice to be given under clause 2623. Each of SES and SES Americom The Issuer agrees with the Principal Paying Agent, the Registrar and the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 24.221.2, SES and SES Americom have the Issuer has not appointed a successor Principal Paying Agent, Registrar or Calculation Agent, as Agent approved in writing by the case may be, Note Trustee then the Principal Paying Agent, Registrar or Calculation Agent, as the case may be, Agent shall be entitled following such consultation with SES and SES Americom as is practicable in the circumstancesentitled, on behalf of SES and SES Americom the Issuer, to appoint in its place as a successor Principal Paying Agent, Registrar or Calculation Agent, as the case may be, Agent a reputable financial institution of good standing which SES and SES Americom the Note Trustee shall approve.
24.5 21.5 In case at any time any time:
(a) an Agent resigns, or is removed, or becomes incapable of 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 an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or
(b) in the case of the Agent Bank, a successor it fails to determine the Rate of Interest, the Interest Amount and an Interest Period as provided in the Conditions and this Agreement, the Issuer may with the prior written approval of the Note Trustee forthwith without notice terminate the appointment of the relevant Agent, in which event (save with respect to the termination of the appointment of the Agent which Bank) notice shall be a reputable financial institution of good standing may be appointed by SES and SES Americomgiven to the Noteholders under Condition 16 (Notices) as soon as practicable. 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 2623, the Agent so superseded shall cease to be an Agent under this Agreement.
24.6 21.6 Subject to subclause 24.121.1, SES and SES Americom the Issuer may, after prior consultation with the Principal Paying Agentprior written approval of the Note 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 30 45 days' notice in writing to that effect (other than in the case of insolvency).
24.7 21.7 Subject to subclause 24.121.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving SESthe Issuer, SES Americom the Note Trustee and the Principal Paying Agent at least 30 45 days' written notice to that effect.
24.8 21.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent or the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Principal Paying Agent; and
(b) be entitled to the payment by the relevant Issuer (failing which the relevant Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1816.
24.9 21.9 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.
24.10 In the event that the relevant Issuer or the relevant Guarantor determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on the Notes, then the relevant Issuer or, as the case may be, the relevant Guarantor will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding. The relevant Issuer or the relevant Guarantor will promptly notify the relevant Agent of any such redirection or reorganisation. In addition, the relevant Issuer or the relevant Guarantor will be entitled to demand immediate repayment of any amount already paid by it to any Agent with respect to any Notes prior to a determination made by that Issuer or Guarantor in accordance with this clause 24.10 and only to the extent the relevant Agent has not yet paid such amounts to a third party pursuant to the terms of this Agreement. The relevant Agent shall not be liable to any party for any liability incurred by such party as a consequence of such redirection or reorganisation by the Issuers.
Appears in 1 contract
Sources: Agency Agreement