CHANGES IN PAYING AGENTS. (1) The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent, which may be the Agent, with a specified office in the place required by the rules and regulations of such Stock Exchange or other relevant authority; and (b) there will at all times be an Agent. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (7)) or where the Agent or (as applicable) the relevant Paying Agent is an FFI and does not become, or ceases to be, a 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. (2) If, for any reason, the Agent or any Paying Agent does not become, or ceases to be, a Participating FFI at a time when withholding or deduction of any FATCA Withholding would otherwise be required in respect of any payment from the Issuer to the Agent or (as applicable) the relevant Paying Agent or in respect of any payment due on any Notes, and the Issuer considers in its sole discretion that it may be liable as a result to pay any FATCA Withholding in respect of any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding. In addition, the Issuer will be entitled to demand immediate repayment of any amount already paid by it to the Agent or (as applicable) the relevant Paying Agent with respect to any Notes prior to the Agent or (as applicable) the relevant Paying Agent not becoming or ceasing to be a Participating FFI together with interest thereon. (3) The Agent and each Paying Agent shall promptly provide written notice to the Issuer if it becomes, or ceases to be, a Participating FFI at a time when a withholding or deduction of any FATCA Withholding would otherwise be required in respect of any payment from the Issuer to the Agent or (as applicable) the relevant Paying Agent or in respect of any amount due on the Notes. In addition, upon receipt of a written request from the Issuer, the Agent and each Paying Agent shall promptly provide written confirmation to the Issuer of its status as a Participating FFI or not, as the case may be, at the relevant time. (4) The Agent may (subject as provided in subclause (6)) at any time resign by giving at least 90 days' written notice to the Issuer specifying the date on which its resignation shall become effective. (5) The Agent may (subject as provided in subclause (6)) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective. (6) Any resignation under subclause (4) or removal of the Agent under subclauses (5) or (7) shall only take effect upon the appointment by the Issuer of a successor Agent and (other than in cases of insolvency of the Agent or where the Agent is an FFI and does not become, or ceases to be, a Participating FFI, on notice in writing to that effect, as the case may be) on the expiry of the notice to be given under clause 22. The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause (4), the Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuer, to appoint as a successor 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). (7) In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement. (8) Subject to subclause (1), the Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). (9) Subject to subclause (1), all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Agent at least 45 days' written notice to that effect. (10) Upon its resignation or removal becoming effective, a Paying Agent shall: (a) in the case of the 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 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 15. (11) Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
CHANGES IN PAYING AGENTS. (1) The relevant Issuer agrees and the Guarantor agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to the Issuerrelevant Issuer or the Guarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent, which may be the Agent, with a specified office in the such place as may be required by the rules and regulations of such Stock Exchange or other relevant authority; and
(bc) there in the event that the relevant Issuer or the Guarantor (where applicable) would (but for Condition 8(a)) be obliged to pay additional amounts on or in respect of any Note or Coupon pursuant to Condition 8 by virtue of such Note or Coupon being presented for payment in the United Kingdom, it will appoint and at all times be an Agentthereafter maintain a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer or the Guarantor is incorporated. In addition, the relevant Issuer and the Guarantor shall with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed) immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (75)) or where the Agent or (as applicable) of the relevant Paying Agent is an FFI and does not become, failing to become or ceases ceasing to be, become a FFIFATCA Exempt Party, 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 1414 provided that, if any such date falls within the period 45 days before any due date for the payment of interest, any such appointment, termination or change shall not take effect until seven days after the due date for payment unless otherwise agreed between Issuers, the Guarantor and the Trustee.
(2) If, for any reason, the Agent or any Paying Agent does not become, or ceases to be, a Participating FFI at a time when withholding or deduction of any FATCA Withholding would otherwise be required in respect of any payment from the Issuer to the Agent or (as applicable) the relevant Paying Agent or in respect of any payment due on any Notes, and the Issuer considers in its sole discretion that it may be liable as a result to pay any FATCA Withholding in respect of any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding. In addition, the Issuer will be entitled to demand immediate repayment of any amount already paid by it to the Agent or (as applicable) the relevant Paying Agent with respect to any Notes prior to the Agent or (as applicable) the relevant Paying Agent not becoming or ceasing to be a Participating FFI together with interest thereon.
(3) The Agent and each Paying Agent shall promptly provide written notice to the Issuer if it becomes, or ceases to be, a Participating FFI at a time when a withholding or deduction of any FATCA Withholding would otherwise be required in respect of any payment from the Issuer to the Agent or (as applicable) the relevant Paying Agent or in respect of any amount due on the Notes. In addition, upon receipt of a written request from the Issuer, the Agent and each Paying Agent shall promptly provide written confirmation to the Issuer of its status as a Participating FFI or not, as the case may be, at the relevant time.
(4) The Agent may (subject as provided in subclause (64)) at any time resign by giving at least 90 days' ’ written notice to the Issuer relevant Issuer, the Guarantor and the Trustee specifying the date on which its resignation shall become effective.
(53) The Agent may (subject as provided in subclause (64)) be removed at any time by the relevant Issuer and the Guarantor with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed) on at least 45 days' ’ notice in writing from the Issuer relevant Issuer, the Guarantor and the Trustee specifying the date when the removal shall become effective.
(64) Any resignation under subclause (42) or removal of the Agent under subclauses (53) or (75) shall only take effect upon the appointment by the relevant Issuer and the Guarantor of a successor Agent and (other than in cases the case of insolvency of the Agent or where of the relevant Paying Agent is an FFI and does not become, failing to become or ceases ceasing to be, become a Participating FFI, on notice in writing to that effect, as the case may beFATCA Exempt Party) on the expiry of the notice to be given under clause 22. The Each of the relevant Issuer and the Guarantor agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause (42), the relevant Issuer has and the Guarantor have not appointed a successor Agent approved by the Trustee then the Agent shall be entitled, on behalf of the Issuerrelevant Issuer and the Guarantor, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuer relevant Issuer, the Guarantor and the Trustee shall approve (such approval not to be unreasonably withheld or delayed).
(75) In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuerrelevant Issuer and the Guarantor and with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed). Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
(8) 6) Subject to subclause (1), the relevant Issuer and the Guarantor may, after prior consultation with the Agent, Agent and with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed) terminate the appointment of any of the other Paying Agents Agents, if any, at any time and/or appoint one or more further or other Paying Agents Agents, if any, by giving to the Agent and to the relevant other Paying Agent Agent, if any, at least 45 days' ’ notice in writing to that effect (other than in the case of insolvencyinsolvency or of the relevant Paying Agent failing to become or ceasing to become a FATCA Exempt Party).
(97) Subject to subclause (1), all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer relevant Issuer, the Guarantor, the Trustee and the Agent at least 45 60 days' ’ written notice to that effect.
(10) 8) Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, immediately transfer all moneys and records moneys, records, Notes, Coupons or Talons surrendered to it but not yet destroyed held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the relevant Issuer (failing which 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 15.
(119) Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
(10) All references in this clause involving compliance by the Trustee with a test of reasonableness shall be deemed to include a reference to a requirement that such reasonableness shall be determined by reference solely to the interests of the holders of the Notes of the relevant one or more Series as a class.
Appears in 1 contract
Sources: Agency Agreement