Changes in Agents. 23.1 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) at any time resign by giving at least 90 days' written notice to the Issuer specifying the date on which its resignation shall become effective, without giving any reason. 23.2 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective. 23.3 Notwithstanding the provisions of Clause 23.4, if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) fails to become by any applicable due date (or, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) is adjudged bankrupt or insolvent, (e) files a voluntary petition in bankruptcy, 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 any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, (h) has an order of any court entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or (i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be given to the Noteholders under Condition 14 as soon as practicable thereafter. 23.4 Any resignation under subclause 23.1 or removal of the Fiscal Agent or the Registrar under subclause 23.3 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Registrar, as the case may be, and (other than in cases of termination under clause 23.3) on the expiry of the applicable notice to be given in accordance with this Clause 23. The Issuer agrees with the Fiscal Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice to be delivered in accordance with this Clause 23, the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve; the Issuer's approval not to be reasonably withheld. 23.5 Subject to subclause 23.3, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect. 23.6 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Fiscal Agent 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 Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 18. 23.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 23.8 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Fiscal Agent or the Registrar) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent or the Registrar) the amounts (if any) held by it in respect of any Notes that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 23.9 Following any change to the Agents (whether following a resignation, termination or any other reason), the Fiscal Agent (on behalf of and at the expense of the Issuer) shall give, within 30 days of such change, notice of such fact to the Noteholders in accordance with Condition 14. 23.10 Notwithstanding the provisions of clauses 21.1, 21.2 and 21.4, so long as any Note is outstanding or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer: (a) there will at all times be a Fiscal Agent and a Registrar (which may be the same entity); (b) so long as any Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Transfer Agent (which may be the Fiscal Agent) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and (c) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer is incorporated..
Appears in 1 contract
Sources: Fiscal Agency Agreement
Changes in Agents. 23.1 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) at any time resign by giving at least 90 days' written notice to the Issuer specifying the date on which its resignation shall become effective, without giving any reason.reason.
23.2 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.effective.
23.3 Notwithstanding the provisions of Clause 23.4, if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) fails to become by any applicable due date (or, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) is adjudged bankrupt or insolvent, (e) files a voluntary petition in bankruptcy, 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 any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, (h) has an order of any court entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or
or (i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be given to the Noteholders under Condition 14 as soon as practicable thereafter.thereafter.
23.4 Any resignation under subclause 23.1 or removal of the Fiscal Agent or the Registrar under subclause 23.3 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Registrar, as the case may be, and (other than in cases of termination under clause 23.3) on the expiry of the applicable notice to be given in accordance with this Clause 23. The Issuer agrees with the Fiscal Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice to be delivered in accordance with this Clause 23, the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve; the Issuer's approval not to be reasonably withheld.
23.5 Subject to subclause 23.3, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect.
23.6 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Fiscal Agent 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 Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 18.
23.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
23.8 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Fiscal Agent or the Registrar) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent or the Registrar) the amounts (if any) held by it in respect of any Notes that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
23.9 Following any change to the Agents (whether following a resignation, termination or any other reason), the Fiscal Agent (on behalf of and at the expense of the Issuer) shall give, within 30 days of such change, notice of such fact to the Noteholders in accordance with Condition 14.
23.10 Notwithstanding the provisions of clauses 21.1, 21.2 and 21.4, so long as any Note is outstanding or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer:
(a) there will at all times be a Fiscal Agent and a Registrar (which may be the same entity);
(b) so long as any Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Transfer Agent (which may be the Fiscal Agent) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer is incorporated..subclause
Appears in 1 contract
Sources: Fiscal Agency Agreement
Changes in Agents. 23.1 Each 24.1 The Trustee may terminate the appointment of the Fiscal any Agent and the Registrar may (subject as provided in subclause 23.4) at any time resign and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the Issuer specifying case of a Paying Agent, the date on which its resignation notice shall become effective, without giving not expire less than 45 days before any reasonPeriodic Distribution Date or the Maturity Date; and (b) notice shall be given to Certificateholders under Condition 18 (Notices) at least 30 days before the removal or appointment of an Agent (other than the Calculation Agent).
23.2 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.
23.3 24.2 Notwithstanding the provisions of Clause 23.424.1, if at any time an Agenttime: (a) fails to comply with its obligations hereunder, (b) fails to become by any applicable due date (or, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) an Agent becomes incapable of acting, (d) or is adjudged bankrupt or insolvent, (e) or files a voluntary petition in bankruptcy, 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 any substantial part of its property, (f) has or if an administrator, liquidator or administrative or other receiver appointed for of it or of all or a substantial part of its propertyproperty is appointed, (g) or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, (h) has or if an 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
(i) has or if a public officer take takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; (b) an Agent fails to become or ceases to be a Participating FFI; or (c) in the case of the Calculation Agent, then it fails to determine the Issuer Periodic Distribution Amounts or Return Accumulation Periods as provided in the Conditions and this Agreement, the Trustee may forthwith without notice terminate the appointment of such the Agent, and in which event (save with respect to the termination of the appointment of the Calculation Agent) notice of such termination shall be given to the Noteholders Certificateholders under Condition 14 18 (Notices) as soon as practicable thereafteris practicable.
23.4 Any resignation under subclause 23.1 or removal 24.3 The termination of the Fiscal appointment of an Agent or under this Agreement shall not entitle the Registrar under subclause 23.3 shall only take effect upon the appointment Agent to any amount by the Issuer way of a successor Fiscal Agent or Registrar, as the case may be, and (other than in cases of termination under clause 23.3) on the expiry of the applicable notice to be given in accordance with this Clause 23. The Issuer agrees with the Fiscal Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice to be delivered in accordance with this Clause 23, the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, compensation but shall be entitled, on behalf of the Issuer, without prejudice to appoint in its place as a successor Fiscal Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve; the Issuer's approval not to be reasonably withheldany amount then accrued due.
23.5 Subject to subclause 23.3, all 24.4 All or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving to the Issuer and Trustee and, where appropriate, the Fiscal Principal Paying Agent at least 45 90 days' prior written notice to that effect.
23.6 Upon its resignation or removal becoming effectiveeffect provided that, an Agent shall:
(a) in the case of the Fiscal Agent and the Registrar, immediately transfer all moneys, and records held by it under this Agreement to the successor a Paying Agent; and
(b) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 18.
23.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
23.8 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Fiscal Agent or the Registrar) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent or the Registrar) the amounts (if any) held by it in respect of any Notes that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
23.9 Following any change to the Agents (whether following a resignation, termination or any other reason), the Fiscal Agent (on behalf of and at the expense of the Issuer) shall give, within 30 days of such change, notice of such fact to the Noteholders in accordance with Condition 14.
23.10 Notwithstanding the provisions of clauses 21.1, 21.2 and 21.4, so long as any Note is outstanding or until moneys for of the payment Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Date. Following receipt of all amounts in respect a notice of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer:
(a) there will at all times be a Fiscal Agent and a Registrar (which may be the same entity);
(b) so long as any Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Transfer resignation from an Agent (which may be the Fiscal Agent) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction Calculation Agent), the Trustee shall promptly, and in which any event not less than 30 days before the Issuer is incorporated..resignation takes effect, give notice of such resignation to the Certificateholders under Condition 18 (Notices). If the Principal Paying Agent shall resign or be removed pursuant to Clauses 24.1 or
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 23.1 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) at any time resign by giving at least 90 days' written notice to the Issuer specifying the date on which its resignation shall become effective, without giving any reason.
23.2 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.
23.3 Notwithstanding the provisions of Clause 23.4, if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) fails to become by any applicable due date (or, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) is adjudged bankrupt or insolvent, (e) files a voluntary petition in bankruptcy, 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 any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, (h) has an order of any court entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or
or (i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be given to the Noteholders under Condition 14 as soon as practicable thereafter.
23.4 Any resignation under subclause 23.1 or removal of the Fiscal Agent or the Registrar under subclause 23.3 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Registrar, as the case may be, and (other than in cases of termination under clause 23.3) on the expiry of the applicable notice to be given in accordance with this Clause 23. The Issuer agrees with the Fiscal Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice to be delivered in accordance with this Clause 23, the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve; the Issuer's approval not to be reasonably withheld.
23.5 Subject to subclause 23.3, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect.
23.6 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Fiscal Agent 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 Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 18.
23.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
23.8 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Fiscal Agent or the Registrar) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent or the Registrar) the amounts (if any) held by it in respect of any Notes that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
23.9 Following any change to the Agents (whether following a resignation, termination or any other reason), the Fiscal Agent (on behalf of and at the expense of the Issuer) shall give, within 30 days of such change, notice of such fact to the Noteholders in accordance with Condition 14.
23.10 Notwithstanding the provisions of clauses 21.1, 21.2 and 21.4, so long as any Note is outstanding or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer:
(a) there will at all times be a Fiscal Agent and a Registrar (which may be the same entity);
(b) so long as any Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Transfer Agent (which may be the Fiscal Agent) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer is incorporated..subclause
Appears in 1 contract
Sources: Fiscal Agency Agreement
Changes in Agents. 23.1 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) at any time resign by giving at least 90 days' written notice to the Issuer specifying the date on which its resignation shall become effective, without giving any reason.
23.2 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.effective.
23.3 Notwithstanding the provisions of Clause 23.4, if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) fails to become by any applicable due date (or, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) is adjudged bankrupt or insolvent, (e) files a voluntary petition in bankruptcy, 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 any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, (h) has an order of any court entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or
or (i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be given to the Noteholders under Condition 14 as soon as practicable thereafter.thereafter.
23.4 Any resignation under subclause 23.1 or removal of the Fiscal Agent or the Registrar under subclause 23.3 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Registrar, as the case may be, and (other than in cases of termination under clause 23.3) on the expiry of the applicable notice to be given in accordance with this Clause 23. The Issuer agrees with the Fiscal Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice to be delivered in accordance with this Clause 23, the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve; the Issuer's approval not to be reasonably withheld.
23.5 Subject to subclause 23.3, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect.
23.6 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Fiscal Agent 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 Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 18.
23.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
23.8 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Fiscal Agent or the Registrar) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent or the Registrar) the amounts (if any) held by it in respect of any Notes that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
23.9 Following any change to the Agents (whether following a resignation, termination or any other reason), the Fiscal Agent (on behalf of and at the expense of the Issuer) shall give, within 30 days of such change, notice of such fact to the Noteholders in accordance with Condition 14.
23.10 Notwithstanding the provisions of clauses 21.1, 21.2 and 21.4, so long as any Note is outstanding or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer:
(a) there will at all times be a Fiscal Agent and a Registrar (which may be the same entity);
(b) so long as any Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Transfer Agent (which may be the Fiscal Agent) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer is incorporated..subclause
Appears in 1 contract
Sources: Fiscal Agency Agreement
Changes in Agents. 23.1 Each
24.1 The Trustee may terminate the appointment of the Fiscal any Agent and the Registrar may (subject as provided in subclause 23.4) at any time resign and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the Issuer specifying case of a Paying Agent, the date on which its resignation notice shall become effective, without giving not expire less than 45 days before any reason.
23.2 Each of Periodic Distribution Date or the Fiscal Agent Maturity Date; and the Registrar may (subject as provided in subclause 23.4b) notice shall be removed at any time by the Issuer on given to Certificateholders under Condition 18 (Notices) at least 45 days' notice in writing from the Issuer specifying the date when 30 days before the removal shall become effective.or appointment of an Agent (other than the Calculation Agent).
23.3 24.2 Notwithstanding the provisions of Clause 23.424.1, if at any time an Agenttime: (a) fails to comply with its obligations hereunder, (b) fails to become by any applicable due date (or, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) an Agent becomes incapable of acting, (d) or is adjudged bankrupt or insolvent, (e) or files a voluntary petition in bankruptcy, 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 any substantial part of its property, (f) has or if an administrator, liquidator or administrative or other receiver appointed for of it or of all or a substantial part of its propertyproperty is appointed, (g) or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, (h) has or if an 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
(i) has or if a public officer take takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; (b) an Agent fails to become or ceases to be a Participating FFI; or (c) in the case of the Calculation Agent, then it fails to determine the Issuer Periodic Distribution Amounts or Return Accumulation Periods as provided in the Conditions and this Agreement, the Trustee may forthwith without notice terminate the appointment of such the Agent, and in which event (save with respect to the termination of the appointment of the Calculation Agent) notice of such termination shall be given to the Noteholders Certificateholders under Condition 14 18 (Notices) as soon as practicable thereafteris practicable.
24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
23.4 Any resignation under subclause 23.1 or removal of the Fiscal Agent or the Registrar under subclause 23.3 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Registrar, as the case may be, and (other than in cases of termination under clause 23.3) on the expiry of the applicable notice to be given in accordance with this Clause 23. The Issuer agrees with the Fiscal Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice to be delivered in accordance with this Clause 23, the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve; the Issuer's approval not to be reasonably withheld.
23.5 Subject to subclause 23.3, all 24.4 All or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving to the Issuer and Trustee and, where appropriate, the Fiscal Principal Paying Agent at least 45 90 days' prior written notice to that effect.
23.6 Upon its resignation or removal becoming effectiveeffect provided that, an Agent shall:
(a) in the case of the Fiscal Agent and the Registrar, immediately transfer all moneys, and records held by it under this Agreement to the successor a Paying Agent; and
(b) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 18.
23.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
23.8 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Fiscal Agent or the Registrar) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent or the Registrar) the amounts (if any) held by it in respect of any Notes that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
23.9 Following any change to the Agents (whether following a resignation, termination or any other reason), the Fiscal Agent (on behalf of and at the expense of the Issuer) shall give, within 30 days of such change, notice of such fact to the Noteholders in accordance with Condition 14.
23.10 Notwithstanding the provisions of clauses 21.1, 21.2 and 21.4, so long as any Note is outstanding or until moneys for of the payment Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Date. Following receipt of all amounts in respect a notice of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer:
(a) there will at all times be a Fiscal Agent and a Registrar (which may be the same entity);
(b) so long as any Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Transfer resignation from an Agent (which may be the Fiscal Agent) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction Calculation Agent), the Trustee shall promptly, and in which any event not less than 30 days before the Issuer is incorporated..resignation takes effect, give notice of such resignation to the Certificateholders under Condition 18 (Notices). If the Principal Paying Agent shall resign or be removed pursuant to Clauses 24.1 or
Appears in 1 contract
Sources: Agency Agreement
Changes in Agents. 23.1 22.1 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.422.4) at any time resign by giving at least 90 days' written notice to the Issuer specifying the date on which its resignation shall become effective, without giving any reason.
23.2 22.2 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.422.4) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.effective.
23.3 22.3 Notwithstanding the provisions of Clause 23.422.4, if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) fails to become by any applicable due date (or, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) is adjudged bankrupt or insolvent, (e) files a voluntary petition in bankruptcy, 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 any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, (h) has an order of any court entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or
(i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be given to the Noteholders under Condition 14 as soon as practicable thereafter.
23.4 22.4 Any resignation under subclause 23.1 22.1 or removal of the Fiscal Agent or the Registrar under subclause 23.3 22.3 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Registrar, as the case may be, and (other than in cases of termination under clause 23.322.3) on the expiry of the applicable notice to be given in accordance with this Clause 2322. The Issuer agrees with the Fiscal Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice to be delivered in accordance with this Clause 2322, the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve; the Issuer's approval not to be reasonably withheld.withheld.
23.5 22.5 Subject to subclause 23.322.3, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect.
23.6 22.6 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Fiscal Agent 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 Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 1817.
23.7 22.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
23.8 22.8 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Fiscal Agent or the Registrar) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent or the Registrar) the amounts (if any) held by it in respect of any Notes that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
23.9 22.9 Following any change to the Agents (whether following a resignation, termination or any other reason), the Fiscal Agent (on behalf of and at the expense of the Issuer) shall give, within 30 days of such change, notice of such fact to the Noteholders in accordance with Condition 14.
23.10 22.10 Notwithstanding the provisions of clauses 21.1, 21.2 and 21.4, so long as any Note is outstanding or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer:
(a) there will at all times be a Fiscal Agent and a Registrar (which may be the same entity);
(b) so long as any Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Transfer Agent (which may be the Fiscal Agent) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer is incorporated..
Appears in 1 contract
Sources: Fiscal Agency Agreement
Changes in Agents. 23.1 Each of the (1) The Fiscal Agent and the Registrar may (subject as provided in subclause 23.4sub-clause (3) below) at any time resign as Fiscal Agent by giving at least 90 45 days' written notice to the Issuer Bosch of such intention on its part, specifying the date on which its desired resignation shall become effective, without giving provided that no such notice may expire with respect to any reasonSeries less than 10 days before or after any due date for payments with respect to any Notes of such Series.
23.2 Each of the (2) The Fiscal Agent and the Registrar may (subject as provided in subclause 23.4sub-clause (3) below) be removed at any time by the Issuer on at least 45 days' notice by the filing with it of an instrument in writing from the Issuer signed on behalf of Bosch specifying such removal and the date when the removal it shall become effective.
23.3 Notwithstanding (3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the provisions appointment by Bosch as hereinafter provided, of a successor Fiscal Agent and (other than in cases of insolvency of the Fiscal Agent) on the expiry of the notice to be given under Clause 23.415. Bosch agrees with the Fiscal Agent that if, if by the day falling ten days before the expiry of any notice under sub- clause (1), the Issuer has not appointed a successor Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case at any time an Agent: (a) fails to comply with its obligations hereunderthe Fiscal Agent resigns, (b) fails to become by any applicable due date (oror is removed, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) acting or is adjudged bankrupt or insolvent, (e) or files a voluntary petition in bankruptcy, 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 any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, (h) has an 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
(i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be given to the Noteholders under Condition 14 as soon as practicable thereafter.
23.4 Any resignation under subclause 23.1 or removal of the Fiscal Agent or the Registrar under subclause 23.3 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or RegistrarAgent, as the case may be, and (other than in cases of termination under clause 23.3) on the expiry of the applicable notice to be given in accordance with this Clause 23. The Issuer agrees with the Fiscal Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice to be delivered in accordance with this Clause 23, the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, which shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent or Registrar, as the case may be, a reputable financial institution of good standing which may be appointed by Bosch by an instrument in writing filed with the Issuer shall approve; successor Fiscal Agent. Upon the Issuer's approval not to be reasonably withheld.
23.5 Subject to subclause 23.3, all or any appointment as aforesaid of a successor Fiscal Agent and acceptance by the Agents latter of such appointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 15, the Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Fiscal Agent, terminate the appointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agents or Calculation Agent by giving to the Fiscal Agent, and to the relevant Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent).
(6) Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign their respective appointments under this Agreement its appointment hereunder at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect, provided that no such notice may expire with respect to any Series less than 10 days before or after any due date for payments with respect to any Notes of such Series.
23.6 (7) Upon its resignation or removal becoming effective, an Agent shallthe Fiscal Agent:
(a) in the case of the Fiscal Agent and the Registrar, immediately shall forthwith transfer all moneys, and records moneys held by it under this Agreement hereunder and, if applicable, the documents and records referred to in Clauses 7(7) and (8), and all Notes surrendered and not yet destroyed to the successor AgentFiscal Agent hereunder; and
(b) shall be entitled to the payment by the Issuer Bosch of the commissions, its fees and expenses payable in respect of its for the services under this Agreement before termination therefore rendered hereunder in accordance with the terms of Clause 1811.
23.7 (8) Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and any new Paying Agent shall, without any further actionact, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an a Paying Agent with the same like effect as if originally named as an Fiscal Agent under this Agreementor (as the case may be) a Paying Agent or Calculation Agent hereunder.
23.8 If (9) lf the appointment Fiscal Agent or any Paying Agent or Calculation Agent determines to change its specified office it shall (after having, in any such case other than a change of an specified office within the same country, obtained the prior written approval of Bosch thereto) give to Bosch and (if applicable) the Fiscal Agent under this Agreement is terminated (whether by written notice of such determination giving the Issuer or by the resignation address of the relevant Agent), then such Agent shall, on new specified office and stating the date on which the termination takes such change is to take effect, deliver to its successor Agent (or, if none, the Fiscal Agent or the Registrar) all Notes surrendered to it but which shall not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent or the Registrar) the amounts (if any) held by it in respect of any Notes that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
23.9 Following any change to the Agents (whether following a resignation, termination or any other reason), the be less than 45 days thereafter. The Fiscal Agent (on behalf of and at the expense of the Issuer) shall givewithin 15 days of receipt of such notice (unless the appointment of the Fiscal Agent or the Paying Agent or Calculation Agent, within 30 days as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change, ) give or cause to be given not more than 45 days' nor less than 30 days' notice of such fact thereof to the Noteholders Holders in accordance with Condition 14the Conditions.
23.10 Notwithstanding the provisions of clauses 21.1, 21.2 and 21.4, so long as any Note is outstanding or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer:
(a) there will at all times be a Fiscal Agent and a Registrar (which may be the same entity);
(b) so long as any Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Transfer Agent (which may be the Fiscal Agent) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer is incorporated..
Appears in 1 contract
Sources: Fiscal Agency Agreement