TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that so long as any of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 60 days before any due date for the payment of interest; and (b) notice shall be given under Condition 12 at least 30 days before the removal or appointment of a Paying Agent. 22.2 Notwithstanding the provisions of subclause 22.1, if at any time a Paying Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable. 22.3 The termination of the appointment of a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve. 22.5 Notwithstanding the provisions of subclauses 22.1, 22.2 and 22.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent; (b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and (c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. 22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent. 22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12. 22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent. 22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 2 contracts
TERMINATION OF APPOINTMENT. 22.1 24.1 The Issuer Trustee may, with the prior written approval of the TrusteeDelegate, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 60 90 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is Certificates are outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interestPeriodic Distribution Date; and
(b) notice shall be given to Certificateholders under Condition 12 17 (Notices) at least 30 days before the removal or appointment of a Paying an Agent.
22.2 24.2 Notwithstanding the provisions of subclause 22.1Clause 24.1, if at any time a Paying time: (a) an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreement, the Issuer may as soon as reasonably practicableTrustee may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders Certificateholders under Condition 12 17 (Notices) as soon as is practicable.
22.3 24.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 24.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer Trustee and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' prior written notice to that effect effect, provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive formCertificates are outstanding, the notice shall not expire less than 45 days before any Interest Payment Periodic Distribution Date. Following receipt of a notice of resignation from a Paying an Agent, the Issuer Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Certificateholders under Condition 1217 (Notices). If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to subclauses 22.1 Clause 24.1 or 22.2 above Clause 24.2 or in accordance with this subclause 22.4Clause 24.4, the Issuer Trustee shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a reputable financial institution of good standing). If the Issuer Trustee fails to appoint a successor within such period, the Principal Paying Agent shall be entitledor the Registrar, on behalf of as the Issuercase may be, to appoint in its place as a successor Principal Paying Agent may select a reputable financial institution of good standing which to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall approveappoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed.
22.5 24.5 Notwithstanding the provisions of subclauses 22.1, 22.2 Clause 24.1 and 22.4, Clause 24.2 so long as any of the Notes is Certificates are outstanding, the termination of the appointment of a Paying any Agent (whether by the Issuer Trustee or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) , a Paying Calculation Agent and a Registrar (which may be the Principal same entity); and
(b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent) Agent and a Transfer Agent having its specified office in the such place (if any) as may be required by the rules and regulations of the relevant such listing authority, stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporatedand/or quotation system.
22.6 24.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Trustee, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Properties, the Guarantor, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 24.7 If the Principal Paying Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its specified officeSpecified Office, it shall give to the IssuerTrustee, Majid Al Futtaim Properties, the Trustee and, where appropriateGuarantor, the Principal Paying Agent Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new specified officeSpecified Office. As soon as practicable thereafter and in any event at least 30 within 15 days before of receipt of the changenotice, the Principal Paying Agent shall give to the Noteholders Certificateholders on behalf of and at the expense of the Issuer Trustee notice of the change and the address of the new specified office Specified Office under Condition 1217 (Notices).
22.9 24.8 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the IssuerTrustee, Majid Al Futtaim Properties, the Trustee Guarantor, the Delegate and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may24.9 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall:
(a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to prior notification Clause 20, Clause 22 and Clause 24);
(b) in the case of any relevant Paying Agent, deliver to the IssuerTrustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 17; and
(c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and
(d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and
(e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.
24.10 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, delegate by power subject to consultation with the Delegate, without notice appoint additional Agents and/or terminate the appointment of attorney any Agent with 30 days' written notice (or otherwise such shorter period as may be agreed with the relevant Agent) if the Trustee or the Guarantor determines that either the Trustee or the Guarantor (as applicable) will be required to withhold or deduct any person FATCA Withholding in connection with any payments due on the Certificates or under the Guarantee and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the Certificateholders under Condition 17 (Notices) as soon as is practicable.
24.11 If any period all or Agent decides to change its Specified Office (which may only be effected within the same city unless the prior written approval of the Delegate has been obtained), it shall give notice to the Trustee (with a copy to the Delegate and the Principal Paying Agent) of the address of the new Specified Office stating the date on which such change is to take effect, which date shall be not less than 30 days after the date of such notice. The Trustee shall at its own expense not less than 14 days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent is to terminate pursuant to any of the rights, powers foregoing provisions of this Clause 23 on or prior to the date of such change) give notice thereof to the Delegate and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fitCertificateholders.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' days prior written notice to that effect provided that so long as any of the Notes Securities is outstanding:
(a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) 22.1.2 notice shall be given under Condition 12 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause sub-clause 22.1, if at any time a Paying time:
22.2.1 an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; or
22.2.2 in the case of the Agent Bank, it fails to determine and/or publish the Calculations as provided in the Conditions and this Agreement, the Issuer may as soon as reasonably practicablemay, with the prior written approval of the Trustee, forthwith without notice notice, terminate the appointment of the Paying relevant Agent, in which event (save with respect to the termination of the appointment of the Agent Bank) notice shall be given to the Noteholders Securityholders under Condition 12 (Notices) as soon as is practicable.
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the TrusteePrincipal
1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf or Agent Bank may select (at the cost of the Issuer, ) a leading bank approved by the Trustee to act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall appoint in its place that bank as a the successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveor Agent Bank.
22.5 Notwithstanding the provisions of subclauses sub-clauses 22.1, 22.2 and 22.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) 22.5.1 a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) 22.5.2 a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer ; and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 2 contracts
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' days prior written notice to that effect provided that so long as any of the Notes Securities is outstanding:
(a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) 22.1.2 notice shall be given under Condition 12 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause sub-clause 22.1, if at any time a Paying time:
22.2.1 an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, ; or
22.2.2 in the Issuer may as soon as reasonably practicable, without notice terminate the appointment case of the Paying AgentAgent Bank, it fails to determine and/or publish the Calculations as provided in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable.Conditions and this Agreement,
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Securityholders under Condition 1212 (Notices). If the Principal Paying Agent or Agent Bank shall resign or be removed pursuant to subclauses sub-clauses 22.1 or 22.2 above or in accordance with this subclause sub-clause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trusteein accordance with sub-clause 22.
1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent or Agent Bank may select a leading bank approved by the Trustee to act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall be entitled, on behalf of appoint that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveor Agent Bank.
22.5 Notwithstanding the provisions of subclauses sub-clauses 22.1, 22.2 and 22.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 2 contracts
TERMINATION OF APPOINTMENT. 22.1 (1) The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying the Calculation Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Calculation Agent at least 60 45 calendar days' ’ prior written notice to that effect effect, provided that that, for so long as any of the Relevant Notes is are outstanding:
(a) in the case of a Paying Agent, the such notice shall not expire less than 60 45 calendar days before any date upon which any payment is due date for the payment in respect of interestany Relevant Notes; and
(b) notice shall be given under in accordance with Condition 12 14 to the holders of the Relevant Notes at least 30 calendar days before prior to any removal of the removal or Calculation Agent; and
(c) upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable efforts to appoint a Paying further financial institution of good standing as successor Calculation Agent.
22.2 (2) Notwithstanding the provisions of subclause 22.1sub-clause (1) above, if at any time a Paying time:
(a) the Calculation Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if an 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 public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Paying Agent it or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation; or
(b) the Calculation Agent fails duly to perform any function or duty imposed upon it by the Terms and Conditions and this Agreement, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Calculation Agent, in which event notice thereof shall be given to the Noteholders under holders of the Relevant Notes in accordance with Condition 12 14 as soon as is practicablepracticable thereafter.
22.3 (3) The termination of the appointment pursuant to sub-clause (1) or (2) above of a Paying the Calculation Agent under this Agreement hereunder shall not entitle the Paying Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents (4) The Calculation Agent may resign their respective appointments under this Agreement its appointment hereunder at any time by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' 90 calendar days prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a Paying the Calculation Agent, the Issuer promptly shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation thereof to the Noteholders under Condition 12. If holders of the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or Relevant Notes in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveCondition 14.
22.5 (5) Notwithstanding the provisions of subclauses 22.1sub-clauses (1), 22.2 (2) and 22.4(4) above, so long as any of the Relevant Notes is are outstanding, the termination of the appointment of a Paying the Calculation Agent (whether by the Issuer or by the resignation of the Paying Calculation Agent) shall not be effective unless upon the expiry expiration of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying successor Calculation Agent (which may be has been appointed. The Issuer agrees with the Principal Paying Agent) having its specified office in the place required Calculation Agent that if, by the rules and regulations day falling 10 calendar days before the expiration of any notice under sub-clause (1) or (4) above, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent, on behalf of the relevant stock exchange or any other relevant authority; and
(c) Issuer, shall be entitled to appoint as a Paying successor Calculation Agent in its place a jurisdiction within Europe, other than the jurisdiction in reputable financial institution of good standing (acting through its principal London Office) which the Issuer is incorporatedshall approve (such approval not to be unreasonably withheld or delayed).
22.6 Any (6) Upon its appointment becoming effective, a successor Paying Calculation Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like effect as if originally named as a Paying Agentthe Calculation Agent hereunder.
22.7 (7) If the appointment of a Paying the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the relevant Paying Calculation Agent), the Paying Calculation Agent shall on the date day on which the such termination takes effect deliver to its the successor Paying Calculation Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Relevant Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment), but shall have no other duties or responsibilities under this Agreementhereunder.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation (8) Any entity into which any Paying the Calculation Agent for the time being may be merged or converted converted, or a corporation any entity with which the Paying Calculation Agent may be consolidated consolidated, or a corporation any entity resulting from a any merger, conversion or consolidation to which the Paying Calculation Agent shall be a party shallparty, or any entity to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets, on the date when such merger, consolidation or transfer becomes effective and to the extent permitted by Applicable Lawany applicable laws, be shall become the successor Paying Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, unless otherwise required by the Issuer, and after the said effective date, all references in this Agreement to this Agreementthe Calculation Agent shall be deemed to be references to such entity. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer forthwith shall forthwith be given to the Issuer, the Trustee and, where appropriate, Issuer and the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 2 contracts
Sources: Agency Agreement (Bank of America Corp /De/), Agency Agreement (Bank of America Corp /De/)
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' days prior written notice to that effect provided that so long as any of the Notes Securities is outstanding:
(a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) 22.1.2 notice shall be given under Condition 12 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause sub-Clause 22.1, if at any time a Paying time:
22.2.1 an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control takes
22.2.2 in the case of the Paying Agent or of its property or affairs for Bank, it fails to determine and/or publish the purpose of rehabilitation, administration or liquidation, Calculations as provided in the Issuer may as soon as reasonably practicable, without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable.Conditions and this Agreement,
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' ’ prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Securityholders under Condition 1212 (Notices). If the Principal Paying Agent or Agent Bank shall resign or be removed pursuant to subclauses sub-Clauses 22.1 or 22.2 above or in accordance with this subclause sub-Clause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trusteein accordance with sub- Clause 22.
1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf or Agent Bank may select (at the cost of the Issuer, ) a leading bank approved by the Trustee to act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall appoint in its place that bank as a the successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveor Agent Bank.
22.5 Notwithstanding the provisions of subclauses sub-Clauses 22.1, 22.2 and 22.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 2 contracts
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 90 days' ’ prior written notice to that effect provided that so long as any of the Notes is outstanding:
(a) 22.1.1 in the case of a the Principal Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) 22.1.2 notice shall be given under Condition 12 (Notices), as applicable, at least 30 days before the removal or appointment of a the Principal Paying Agent.
22.2 Notwithstanding the provisions of subclause Clause 22.1, if at any time a Paying time:
22.2.1 an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, ; or
22.2.2 in the Issuer may as soon as reasonably practicable, without notice terminate the appointment case of the Paying Calculation Agent, it fails to determine an amount payable in which event notice shall be given to respect of the Noteholders under Condition 12 as soon as is practicable.Notes in accordance with the Conditions and this Agreement,
22.3 The On the termination of the appointment of a Paying an Agent under the provisions of this Agreement Clause 22 becoming effective, the relevant Agent shall be entitled to the payment of its fees and the reimbursement of the out-of-pocket expenses properly incurred in connection therewith in accordance with Clause 16, in each case, for the services rendered up to the date of termination but shall not entitle the Paying Agent be entitled to any amount other monies by way of compensation but shall be without prejudice to any amount then accrued duecompensation.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time time, by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 90 days' ’ prior written notice to that effect provided that, in the case of a the Principal Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a the Principal Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 1212 (Notices). If the Principal Paying Agent or the Calculation Agent shall resign or be removed pursuant to subclauses Clause 22.1 or 22.2 above or in accordance with this subclause Clause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the TrusteeTrustee (such approval not to be unreasonably withheld or delayed). If the Issuer fails to appoint a successor within such period, the Principal Paying Agent or the Calculation Agent (as the case may be) shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent or a Calculation Agent (as the case may be) a reputable financial institution of good standing which the Trustee shall approveapprove (such approval not to be unreasonably withheld or delayed).
22.5 Notwithstanding the provisions of subclauses Clauses 22.1, 22.2 and 22.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) 22.5.1 a Principal Paying Agent;
22.5.2 so long as any Notes are listed on a stock exchange or admitted to listing by any other relevant authority, a paying agent (b) which may be the Principal Paying Agent)
22.5.3 a Paying Agent paying agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer ; and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 21.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of the Agent and any other Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriatein the case of any Paying Agent other than the Agent, the Principal Paying Agent at least 60 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
, (ai) in the case of a Paying Agent, the such notice shall not expire less than 60 30 days before any due date for the payment of interest; and
any Note or Coupon and (bii) notice shall be given under Condition 12 in accordance with the Conditions at least 30 days before the prior to any removal or appointment of a any Paying Agent.
22.2 21.2 Notwithstanding the provisions of subclause 22.1sub-clause 21.1 above, if at any time a (i) the Agent or any Paying Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if an 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 any public officer takes charge or control of the such Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidationliquidation or (ii), in the case of the Agent, it fails in respect of Floating Rate Notes duly to determine the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period as provided in the Conditions and this Agreement or fails to fulfil any other obligations under the Conditions or this Agreement, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of such Paying Agent or the Paying Agent, as the case may be, in which event notice thereof shall be given to the Noteholders under Condition 12 and the Couponholders in accordance with the Conditions as soon as is practicablepracticable thereafter.
22.3 21.3 The termination of the appointment of a any Paying Agent under this Agreement hereunder shall not entitle the such Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 21.4 All or any of the Paying Agents may resign their respective appointments under this Agreement hereunder at any time by giving to the Issuer and, where appropriate, and (except in the Principal Paying case of resignation of the Agent) the Agent at least 60 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a any Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such resignation thereof to the Noteholders under Condition 12. in accordance with the Conditions.
21.5 If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4sub-clause 21.1, 21.2 or
21.4 above, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a leading bank acting through its office in London). If the Issuer fails to appoint a successor within such period, period then the Principal Paying Agent shall be entitled, on behalf of the Issuer, may select a leading bank acting through its office in London willing to appoint in its place act as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve.
22.5 Notwithstanding the provisions of subclauses 22.1, 22.2 hereunder and 22.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and appoint that bank as the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' days prior written notice to that effect provided that so long as any of the Notes Securities is outstanding:
(a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) 22.1.2 notice shall be given under Condition 12 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause sub-clause 22.1, if at any time a Paying time:
22.2.1 an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, ; or
22.2.2 in the Issuer may as soon as reasonably practicable, without notice terminate the appointment case of the Paying AgentAgent Bank, it fails to determine and/or publish the Calculations as provided in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable.Conditions and this Agreement,
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Securityholders under Condition 1212 (Notices). If the Principal Paying Agent or Agent Bank shall resign or be removed pursuant to subclauses sub-clauses 22.1 or 22.2 above or in accordance with this subclause sub-clause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trusteein accordance with sub-clause 22.1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf or Agent Bank may select (at the cost of the Issuer, ) a leading bank approved by the Trustee to act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall appoint in its place that bank as a the successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveor Agent Bank.
22.5 Notwithstanding the provisions of subclauses sub-clauses 22.1, 22.2 and 22.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) 22.5.1 a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) 22.5.2 a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer ; and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 2 contracts
TERMINATION OF APPOINTMENT. 22.1 24.1 The Issuer Trustee may, with the prior written approval of the TrusteeDelegate, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 60 90 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is Certificates are outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interestPeriodic Distribution Date; and
(b) notice shall be given to Certificateholders under Condition 12 17 at least 30 days before the removal or appointment of a Paying an Agent.
22.2 24.2 Notwithstanding the provisions of subclause 22.1Clause 24.1, if at any time a Paying (a) an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidationliquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreement, the Issuer may as soon as reasonably practicableTrustee may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders Certificateholders under Condition 12 17 as soon as is practicable.
22.3 24.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 24.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer Trustee and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive formCertificates are outstanding, the notice shall not expire less than 45 days before any Interest Payment Periodic Distribution Date. Following receipt of a notice of resignation from a Paying an Agent, the Issuer Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Certificateholders under Condition 1217. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to subclauses 22.1 Clauses 24.1 or 22.2 24.2 above or in accordance with this subclause 22.4Clause 24.4, the Issuer Trustee shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a reputable financial institution of good standing). If the Issuer Trustee fails to appoint a successor within such period, the Principal Paying Agent shall be entitledor the Registrar, on behalf of as the Issuercase may be, to appoint in its place as a successor Principal Paying Agent may select a reputable financial institution of good standing which to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall approveappoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed.
22.5 24.5 Notwithstanding the provisions of subclauses 22.1, 22.2 Clauses 24.1 and 22.4, 24.2 so long as any of the Notes is Certificates are outstanding, the termination of the appointment of a Paying any Agent (whether by the Issuer Trustee or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity);
(b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and
(c) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent located in a jurisdiction within Europe, Europe other than the jurisdiction in which the Issuer Trustee or DIB is incorporated.
22.6 24.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 24.7 If the Principal Paying Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its specified officeSpecified Office, it shall give to the IssuerTrustee, DIB, the Trustee and, where appropriate, Delegate and the Principal Paying Agent other Agents not less than 45 days' prior written notice to that effect giving the address of the new specified officeSpecified Office. As soon as practicable thereafter and in any event at least 30 within 15 days before of receipt of the changenotice, the Principal Paying Agent shall give to the Noteholders Certificateholders on behalf of and at the expense of the Issuer Trustee notice of the change and the address of the new specified office Specified Office under Condition 1217.
22.9 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable.
24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time.
24.10 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the IssuerTrustee, DIB, the Trustee Delegate and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may24.11 Upon any resignation, subject to prior notification revocation or termination taking effect under Clause 24, the relevant Agent, shall:
(a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the Issuer, at any time, delegate by power benefit of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to Clause 20, Clause 22 and Clause 24); and
(b) in the case of any restrictions relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as that true and up to date by an officer or authorised signatory of such Paying Agent may think fitAgent, of the records maintained by it in accordance with Clause 18; and
(c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and
(d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and
(e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 16.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying an Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying that Agent at least 60 30 days' prior written notice to that effect effect, provided that that, so long as any Sub-Series of the Notes is outstanding:
(a) in the case of a Paying Agent, the 16.1.1 such notice shall not expire less than 60 10 days before any date upon which any payment is due date for the payment in respect of interestthat Sub-Series of Notes and such notice shall be deemed to be extended accordingly; and
(b) 16.1.2 notice shall be given under Condition 12 in accordance with the Terms and Conditions, to the holders of each Sub-Series of Notes at least 30 days before prior to any removal of the removal or appointment of a Paying Agent.
22.2 16.2 Notwithstanding the provisions of subclause 22.116.1 above, if at any time a Paying time
16.2.1 an Agent becomes incapable of acting, or is adjudged bankrupt placed in liquidation or insolventunder curatorship, or files a voluntary petition in bankruptcy business rescue, whether provisionally or finally, or is voluntarily wound up either by its members or creditors whether provisionally or finally or makes an assignment for the benefit of its creditors or consents to the appointment of an administratorof, liquidator a liquidator, curator, or administrative or other receiver business rescue practitioner of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if an any order of any court is entered made approving any petition filed application brought by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public any officer takes charge or control of the Paying such Agent or of its property or affairs for the purpose of rehabilitationcuratorship, administration business rescue or liquidation; or
16.2.2 an Agent fails duly to perform any function or duty imposed upon it by the Terms and Conditions and this Agreement or commits any material breach of this Agreement or the Terms and Conditions which is not remedied within a period of three Business Days after the receipt of a written notice to that effect by the Issuer, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying that Agent, in which event notice thereof shall be given to the Noteholders under Condition 12 holders of each Sub-Series of Notes in accordance with the Terms and Conditions as soon as is practicablepracticable thereafter.
22.3 16.3 The termination of the appointment pursuant to 16.1 or 16.2 above of a Paying an Agent under this Agreement hereunder shall not entitle the Paying that Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued dueand due to it.
22.4 All or any of the Paying Agents 16.4 An Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 30 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a Paying that Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such resignation thereof to the Noteholders under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or holders of each Sub-Series of Notes in accordance with this subclause 22.4, the Issuer shall promptly Terms and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveConditions.
22.5 16.5 Notwithstanding the provisions of subclauses 22.116.1, 22.2 16.2 and 22.416.4 above, so long as any Sub-Series of the Notes is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying that Agent) shall not be effective unless upon the expiry of the relevant notice there is:a successor agent has been appointed. Upon giving notice of the intended termination of the appointment of an Agent, the Issuer shall use all reasonable endeavours to appoint a further bank or financial institution as successor Agent. The Issuer agrees with each Agent that if, by the day falling 10 days before the expiry of any notice under 16.1 or 16.4, the Issuer has not yet appointed a replacement agent, that Agent shall be entitled, on behalf of the Issuer, to appoint as a successor agent in its place one of Deloitte, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, KPMG Inc or PricewaterhouseCoopers Inc or any bank or financial institution, which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(a) a Principal 16.6 Upon its resignation or removal becoming effective, the Transfer Agent and/or the Calculation Agent and/or Paying Agent;, as the case may be
(b) a Paying 16.6.1 shall forthwith transfer all monies made available to it under the terms of this Agreement and, if applicable, the records referred to in 11.4 above to the successor Agent (which may be under the Principal Paying Agent) having its specified office in the place required by the rules and regulations terms of the relevant stock exchange or any other relevant authoritythis Agreement; and
(c) a Paying Agent in a jurisdiction within Europe, other than 16.6.2 shall be entitled to the jurisdiction in which payment by the Issuer is incorporatedof its commissions, fees and expenses for the services already rendered in terms of this Agreement in accordance with the terms of 14 above.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting 16.7 Upon its appointment under this Agreementbecoming effective, and the a successor Transfer Agent and/or Calculation Agent and/or Paying Agent, as the case may be, shall, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like effect as if originally named as a Transfer Agent and/or the Calculation Agent and/or Paying Agent.
22.7 If , as the appointment case may be, under the terms of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer may
23.1 Subject to Clause 23.2 below, the Trustee may (at its own cost and expense), with the prior written approval of the TrusteeDelegate, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:Certificates are outstanding:
(a) 23.1.1 in the case of a Paying Agent, the notice shall not expire less than 60 30 days before any due date for the payment of interestPeriodic Distribution Date; and
(b) 23.1.2 notice shall be given to Certificateholders under Condition 12 18 (Notices) at least 30 days before the removal or appointment of a Paying an Agent.
22.2 23.2 Notwithstanding the provisions of subclause 22.1Clause 23.1 above, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if it suspends payment on its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, or if any event occurs which has an analogous effect to any of the Issuer may as soon as reasonably practicableforegoing, the Trustee may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders Certificateholders under Condition 12 18 (Notices) as soon as is practicable.practicable.
22.3 23.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued payable due.
22.4 23.4 All or any of the Paying Agents may resign their respective appointments under this Agreement without giving any reason at any time by giving to the Issuer Delegate, the Trustee, the Company and, where appropriate, the Principal Paying Agent at least 60 days' prior prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive formCertificates are outstanding, the notice shall not expire less than 45 30 days before any Interest Payment Periodic Distribution Date. Following receipt of a notice of resignation from a Paying an Agent, the Issuer Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Certificateholders under Condition 1218 (Notices). If the Principal Paying any Agent shall resign or be removed pursuant to subclauses 22.1 Clause 23.1 or 22.2 23.2 above or in accordance with this subclause 22.4Clause 23.4, the Issuer Trustee (failing whom the Company), shall promptly and in any event within 30 days appoint a successor approved by the Trusteesuccessor. If the Issuer Trustee fails to appoint a successor within such period, that Agent may select (with the Principal Paying Agent shall be entitled, on behalf prior approval of the IssuerTrustee and the Company, such approval not to appoint in its place as a successor Principal Paying Agent be unreasonably withheld or delayed) a reputable financial institution of good standing which to act as such Agent hereunder and the Trustee (failing whom the Company) shall approveappoint that financial institution as the successor to that Agent. The costs and expenses of such appointment shall be borne by the Trustee and the Company.
22.5 23.5 Notwithstanding the provisions of subclauses 22.1Clauses 23.1, 22.2 23.2 and 22.423.4 above, so long as any of the Notes is Certificates are outstanding, the termination of the appointment of a Paying any Agent (whether by the Issuer Trustee or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) is a Principal Paying Agent;
(b) , a Euro Registrar, a U.S. Paying Agent and a U.S. Registrar (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporatedsame entity).
22.6 23.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Trustee, the Company, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 23.7 If the Principal Paying Agent or any of the other Paying Agents shall change its specified officeSpecified Office, it shall give to the IssuerTrustee, the Trustee and, where appropriateCompany, the Principal Paying Agent Delegate and the other Agents not less than 45 25 days' prior written notice to that effect giving the address of the new specified officeSpecified Office. As soon as practicable thereafter and in any event at least 30 20 days before the change, the Principal Paying Agent shall give to the Noteholders Certificateholders on behalf of and at the expense of the Issuer Trustee notice of the change and the address of the new specified office Specified Office under Condition 12.18 (Notices).
22.9 23.8 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the IssuerTrustee, the Trustee Company, the Delegate and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may23.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, "DB Group" means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time.
23.10 Upon any resignation, revocation or termination taking effect under this Clause 23, the relevant Agent, shall:
23.10.1 be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and be subject to prior notification Clause 19, Clause 21, Clause 23, Clause 31 and Clause 34 in relation to its period of appointment);
23.10.2 in the case of a Registrar, deliver to the IssuerTrustee and to its successor a copy, at any timecertified as true and up-to-date by an officer or authorised signatory of such Registrar, delegate by power of attorney or otherwise to any person for any period all or any of the rightsrecords maintained by it in accordance with Clauses 11 and 18;
23.10.3 in the case of the Principal Paying Agent, powers deliver to the Trustee and discretions vested its successor a copy, certified as true and up-to-date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 2; and
23.10.4 forthwith transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by the Agreement. This delegation may be made upon any terms and conditions and subject it pursuant to any restrictions as that Paying Agent may think fitClause 1) to its successor.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 23.1 The Issuer Issuers and the Guarantors may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 90 days' ’ prior written notice to that effect provided that so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 17 at least 30 days before the removal or appointment of a Paying Agent.
22.2 23.2 Notwithstanding the provisions of subclause 22.123.1, if at any time a Paying Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer Issuers and/or the Guarantors may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 17 as soon as is practicable.
22.3 23.3 The termination of the appointment of a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 23.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer Issuers, the Guarantors and, where appropriate, the Principal Paying Agent at least 60 90 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive formoutstanding, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer Issuers or, failing the Issuers, the Guarantors shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 1217. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 23.1 or 22.2 23.2 above or in accordance with this subclause 22.423.4, the Issuer Issuers and the Guarantors shall promptly and in any event within 30 days appoint a successor approved by the TrusteeTrustee (such approval not to be unreasonably withheld or delayed). If the Issuer fails Issuers and the Guarantors fail to appoint a successor within such period, the Principal Paying Agent may select a leading bank approved by the Trustee (such approval not to be unreasonably withheld or delayed) to act as Principal Paying Agent hereunder and the Issuers and the Guarantors shall be entitled, on behalf of appoint that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveAgent.
22.5 23.5 Notwithstanding the provisions of subclauses 22.123.1, 22.2 23.2 and 22.423.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer Issuers and the Guarantors or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) Agents having its specified office offices in the place required at least two major European cities approved by the rules and regulations Trustee (including London, so long as the Notes are listed on the Official List of the relevant stock exchange Financial Services Authority in its capacity as competent authority under the Financial Services and Markets ▇▇▇ ▇▇▇▇ and admitted to trading on the London Stock Exchange plc’s market for listed securities and Dublin (or any such other relevant authorityplace as the Irish Stock Exchange may approve), so long as the Notes are admitted to the official list of the Irish Stock Exchange); and
(c) a Paying Agent in a jurisdiction within EuropeMember State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26th-27th November, other than 2000 on the jurisdiction taxation of savings income or any law implementing or complying with, or introduced in which the Issuer is incorporatedorder to conform to, such Directive.
22.6 23.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Issuers, the Guarantors and, where appropriate, the Principal Paying Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 23.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer Issuers and the Guarantors or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 23.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the IssuerIssuers, the Guarantors, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' ’ prior written notice to that effect giving the address of the new specified officeoffice which shall be in the same city and stating the date on which such change is to take effect. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of Issuers or, failing the Issuer Issuers, the Guarantors notice of the change and the address of the new specified office under Condition 1217.
22.9 23.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party (a successor corporation) shall, to the extent permitted by Applicable Lawapplicable law, be become the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, provided always that where not so permitted by applicable law, such successor corporation shall execute an instrument accepting the appointment under this Agreement pursuant to clause 23.6. Notice Written notice of any merger, conversion or consolidation shall forthwith be given to the IssuerIssuers, the Guarantors, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' days prior written notice to that effect provided that so long as any of the Notes Securities is outstanding:
(a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; andbefore
(b) 22.1.2 notice shall be given under Condition 12 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause sub-clause 22.1, if at any time a Paying time:
22.2.1 an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, ; or
22.2.2 in the Issuer may as soon as reasonably practicable, without notice terminate the appointment case of the Paying AgentAgent Bank, it fails to determine and/or publish the Calculations as provided in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable.Conditions and this Agreement,
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Securityholders under Condition 1212 (Notices). If the Principal Paying Agent or Agent Bank shall resign or be removed pursuant to subclauses sub-clauses 22.1 or 22.2 above or in accordance with this subclause sub-clause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trusteein accordance with sub-clause 22.
1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf or Agent Bank may select (at the cost of the Issuer, ) a leading bank approved by the Trustee to act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall appoint in its place that bank as a the successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveor Agent Bank.
22.5 Notwithstanding the provisions of subclauses sub-clauses 22.1, 22.2 and 22.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) 22.5.1 a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) 22.5.2 a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.which
Appears in 1 contract
Sources: Paying Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 (a) The Issuer may, with the prior written approval of the Trustee, Company may terminate the appointment of the Fiscal Agent or any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Fiscal Agent or the Paying Agent whose appointment is concerned and, where appropriatein the case of any Paying Agent other than the Fiscal Agent, the Principal Paying Fiscal Agent at least 60 days' ’ prior written notice to that effect effect, provided that that, so long as any of the Notes is are outstanding:
, (ai) in the case of a Paying Agent, the such notice shall not expire less than 60 30 days before any due date for the payment of interest; and
any Note or Coupon and (bii) notice shall be given under Condition 12 in accordance with the Conditions at least 30 days before the prior to any removal or appointment of a the Fiscal Agent or any Paying Agent.
22.2 (b) Notwithstanding the provisions of subclause 22.1(a) above, if at any time a the Fiscal Agent or any Paying Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if an 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 any public officer takes charge or control of the such Fiscal Agent or Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer Company may as soon as reasonably practicable, forthwith without notice terminate the appointment of the such Fiscal Agent or Paying Agent, as the case may be, in which event notice thereof shall be given to the Noteholders under Condition 12 and the Couponholders in accordance with the Conditions as soon as is practicablepracticable thereafter.
22.3 (c) The termination of the appointment of a the Fiscal Agent or any Paying Agent under this Agreement hereunder shall not entitle the such Fiscal Agent or Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All (d) The Fiscal Agent or all or any of the Paying Agents may resign their respective appointments under this Agreement hereunder at any time by giving to the Issuer and, where appropriate, Company and (except in the Principal Paying case of resignation of the Fiscal Agent) the Fiscal Agent at least 60 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a the Fiscal Agent or any Paying Agent, the Issuer Company shall promptly, and in but no later than 10 days prior to the expiration of any event not less than 30 days before resignation of the resignation takes effect, Fiscal or Paying Agent; give notice of such resignation thereof to the Noteholders under Condition 12. If and the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or Couponholders in accordance with this subclause 22.4, the Issuer shall promptly Conditions. The Fiscal Agent and in any event within 30 days Paying Agent may appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying replacement Fiscal Agent shall be entitled, on behalf of the IssuerCompany, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which if the Trustee shall approveCompany has not already done so.
22.5 (e) Notwithstanding the provisions of subclauses 22.1(a), 22.2 (b), (c) and 22.4(d) above, so long as any of the Notes is are outstanding, the termination of the appointment of a any Paying Agent (whether by the Issuer Company or by the resignation of the such Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
is (ai) a Principal Paying Agent;
Fiscal Agent and (bii) a at least one Paying Agent (which may be the Principal Paying Agent) having its with a specified office in a European city which, so long as the place required by Notes are listed on the Luxembourg Stock Exchange and the rules and regulations of the relevant stock exchange or any other relevant authority; andLuxembourg Stock Exchange so require, shall be Luxembourg.
(cf) a Any successor Fiscal Agent or Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer andCompany any (unless its predecessor is the Fiscal Agent) the Fiscal Agent, where appropriate, the Principal Paying Agent an instrument accepting its such appointment under this Agreementhereunder, and the thereupon such successor Fiscal Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the such predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of Fiscal Agent or a Paying Agent under this Agreement Agreement.
(g) If the appointment of the Fiscal Agent or any Paying Agent hereunder is terminated (whether by the Issuer Company or by the resignation of the relevant such Fiscal Agent or Paying Agent), the such Fiscal Agent or Paying Agent shall on the date on which the such termination takes effect deliver to its the Fiscal Agent or the successor Paying Fiscal Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and shall deliver to such successor Paying Agent (or if none, the Fiscal Agent) all records concerning the Notes and Coupons 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 Fiscal Agent or Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 (h) If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change Agent changes its specified office, it shall give to the IssuerCompany and the Fiscal Agent (if applicable), the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior ’ written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the prior to such change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the such change and the address of the new specified office under Condition 12in accordance with the Conditions. The Company reserves the right to approve any change in the specified office of any Paying Agent.
22.9 A (i) Any corporation into which the Fiscal Agent or any Paying Agent for the time being may be merged or converted or a any corporation with which the such Fiscal Agent or Paying Agent may be consolidated or a any corporation resulting from a any merger, conversion or consolidation to which the such Fiscal Agent or Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Fiscal Agent or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Company and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Fiscal and Paying Agency Agreement (General Motors Corp)
TERMINATION OF APPOINTMENT. 22.1 27.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying and Issuing Agent at least 60 90 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 15 (Notices) at least 30 days before the removal or appointment of a Paying an Agent.
22.2 27.2 Notwithstanding the provisions of subclause 22.127.1, if at any time a Paying (i) with regard to floating rate notes, an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidationliquidation or (ii) in the case of the floating rate notes, it fails to determine the Interest Rate, Coupon Amount and an Interest Period as provided in the Conditions and this Agreement, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 15 (Notices) as soon as is practicable.
22.3 27.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 27.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying and Issuing Agent at least 60 90 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying an Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 1215 (Notices). If the Principal Paying and ▇▇▇▇▇▇▇ Agent shall resign or be removed pursuant to subclauses 22.1 27.1 or 22.2 27.2 above or in accordance with this subclause 22.427.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a leading bank acting through its office in London). If the Issuer fails to appoint a successor within such period, the Principal Paying and Issuing Agent may select a leading bank acting through its office in London to act as Paying and Issuing Agent hereunder and the Issuer shall be entitled, on behalf of appoint that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveand Issuing Agent.
22.5 27.5 Notwithstanding the provisions of subclauses 22.127.1, 22.2 27.2 and 22.427.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying and Issuing Agent;; and
(b) a at least one Paying Agent (which may be the Principal Paying and Issuing Agent) having its specified office in a European City which so long as the Notes are admitted to the London Stock Exchange’s International Securities Market, shall be London or such other place required by as the rules International Securities Market Rulebook effective as of 1 January 2021 (as may be modified and regulations of / or supplemented and / or restated from time to time, the relevant stock exchange or any other relevant authority; and“ISM Rulebook”) may approve;
(c) a Paying Agent in a jurisdiction within EuropeMember State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, other than the jurisdiction or introduced in which the Issuer is incorporatedorder to conform to, such Directive;
(d) a Registrar;
(e) a Calculation Agent; and
(f) a Transfer Agent.
22.6 27.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying and Issuing Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 27.7 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying such Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying and Issuing Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying and Issuing Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 27.8 If the Principal Paying and Issuing Agent or any of the other Paying Agents or the Registrar or any of the Transfer Agents shall change its specified office, it shall give to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying and Issuing Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying and Issuing Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 1215 (Notices).
22.9 A 27.9 Notwithstanding anything else in this Clause 27 (Termination of Appointment) a corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any corporation to which an Agent shall sell or otherwise transfer all or substantially all of its assets shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying and Issuing Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 24.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriateexcept in the case of resignation of the Principal Paying Agent, the Principal Paying Agent at least 60 days' ’ prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
, (ai) in the case of a Paying Agent, the such notice shall not expire less than 60 30 days before any due date for the payment of interest; and
any Note or Coupon and (bii) notice shall be given under Condition 12 in accordance with the Conditions at least 30 days before the prior to any removal or appointment of a Paying any Agent.
22.2 24.2 Notwithstanding the provisions of subclause 22.1Clause 24.1 above, if at any time a Paying time:
24.2.1 any Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if an 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 any public officer takes charge or control of the Paying such Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidationliquidation or;
24.2.2 in the case of the Principal Paying Agent, it fails in respect of Floating Rate Notes duly to determine the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period as provided in the Conditions and this Agreement or fails to fulfil any other obligations under the Conditions or this Agreement, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying such Agent, in which event notice thereof shall be given to the Noteholders under Condition 12 and the Couponholders in accordance with the Conditions as soon as is practicablepracticable thereafter.
22.3 24.3 The termination of the appointment of a Paying any Agent under this Agreement shall not entitle the Paying such Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 24.4 All or any of the Paying Agents may resign their respective appointments under this Agreement hereunder at any time by giving to the Issuer and, where appropriate, and (except in the case of resignation of the Principal Paying Agent) the Principal Paying Agent at least 60 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a Paying any Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such resignation thereof to the Noteholders under Condition 12. in accordance with the Conditions.
24.5 If the Principal Paying Agent or Registrar shall resign or be removed pursuant to subclauses 22.1 Clause 24.1, 24.2 or 22.2 above or in accordance with this subclause 22.424.4 above, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a reputable financial institution of good standing). If the Issuer fails to appoint a successor within such period, period then the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent or Registrar may select a reputable financial institution of good standing which willing to act as Principal Paying Agent or Registrar under this Agreement and the Trustee Issuer shall approveappoint that financial institution as the successor Principal Paying Agent or Registrar.
22.5 24.6 Notwithstanding the provisions of subclauses 22.1Clauses 24.1, 22.2 24.2 and 22.424.4 above, so long as any of the Notes is outstanding, the termination of the appointment of a Paying any Agent (whether by the Issuer or by the resignation of the Paying such Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) is a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporatedsuccessor.
22.6 24.7 Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer and, where appropriate, and (unless its predecessor is the Principal Paying Agent) the Principal Paying Agent an instrument accepting its such appointment under this Agreementhereunder, and the thereupon such successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the such predecessor with like effect as if originally named as a Paying Agentan Agent under this Agreement.
22.7 24.8 If the appointment of a Paying any Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the relevant Paying such Agent), the Paying such Agent shall on the date on which the such termination takes effect deliver to its the successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the any amounts (if any) which may be held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 24.9 If the Principal Paying any Agent or any of the other Paying Agents shall change changes its specified office, it shall give to the Issuer, the Trustee and, where appropriate, Issuer and the Principal Paying Agent (if applicable) not less than 45 days' ’ prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the prior to such change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the such change and the address of the new specified office under Condition 12in accordance with the Conditions.
22.9 A 24.10 Any corporation into which any Paying Agent for the time being may be merged or converted or a any corporation with which the Paying such Agent may be consolidated or a any corporation resulting from a any merger, conversion or consolidation to which the Paying such Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 19.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 11 at least 30 days before the removal or appointment of a Paying Agent.
22.2 19.2 Notwithstanding the provisions of subclause 22.119.1, if at any time a Paying an Agent (i) is in default under this Agreement; or (ii) becomes incapable of acting, ; or (iii) 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 11 as soon as is practicable.
22.3 19.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued duedue and owing to the Agent.
22.4 19.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time without assigning any reason for such resignation and without being responsible for any loss or liability (including the costs of appointing any successor agent) incurred by such resignation (other than where such loss is caused by the Agent’s own fraud, negligence or wilful default), by giving to the Issuer and, where appropriate, the Principal Paying Fiscal Agent at least 60 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 1211. If the Principal Paying Fiscal Agent shall resign or be removed pursuant to subclauses 22.1 19.1 or 22.2 19.2 above or in accordance with this subclause 22.419.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a leading bank acting through its office in London). If the Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent may select a leading bank acting through its office in London to act as Fiscal Agent hereunder and the Issuer shall be entitled, on behalf of appoint that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveFiscal Agent.
22.5 19.5 Notwithstanding the provisions of subclauses 22.119.1, 22.2 19.2 and 22.419.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Fiscal Agent;
(b) a so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant Authority, at least one Paying Agent (which may be the Principal Paying Fiscal Agent) having its a specified office in the place required by the rules and regulations of the relevant stock exchange Stock Exchange or any other relevant authorityAuthority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 19.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 19.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 19.8 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 1211.
22.9 19.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 1. The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 30 days' ’ prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
, (a) in the case of a Paying Agent, the notice shall not expire less than 60 30 days before any due date for payment in respect of the payment of interest; and
Notes and (b) notice shall be given under Condition 12 at least 30 days pursuant to the Conditions before the removal or appointment of a Paying an Agent.
22.2 2. Notwithstanding the provisions of subclause 22.124.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying such Agent, in which event notice shall be given to the Noteholders under Condition 12 pursuant to the Conditions as soon as is practicable.
22.3 3. The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 4. All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Fiscal Agent at least 60 45 days' ’ prior written notice to that effect and specifying the date on which its desired resignation shall become effective, provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 30 days before any Interest Payment Datedue date for payment in respect of the Notes. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 12pursuant to the Conditions. If the Principal Paying Fiscal Agent shall resign or be removed pursuant to subclauses 22.1 24.1 or 22.2 24.2 above or in accordance with this subclause 22.424.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a leading bank with an office in New York). If the Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent may select a leading bank with an office in New York to act as Fiscal Agent hereunder and the Issuer shall be entitled, on behalf of appoint that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveFiscal Agent.
22.5 5. Notwithstanding the provisions of subclauses 22.124.1, 22.2 24.2 and 22.424.4, so long as any of the Notes is are outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Fiscal Agent;
(b) a Paying Agent (which may be the Principal Paying Fiscal Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority); and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Trean Insurance Group, Inc.)
TERMINATION OF APPOINTMENT. 22.1
25.1 The Issuer may, with and the prior written approval of the Trustee, Guarantor may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent Fiscal Agent, at least 60 45 days' prior written notice to that effect provided that so long as any of effect, specifying the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 at least 30 days before when the removal or appointment of a Paying Agent.shall become effective.
22.2 25.2 Notwithstanding the provisions of subclause 22.1Clause 25.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer and the Guarantor may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders holders of the Capital Securities under Condition 12 14 as soon as is practicable.
22.3 25.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.due.
22.4 All or any of the Paying Agents 25.4 Any Agent may resign their respective appointments under this Agreement its appointment at any time by giving to the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Agent Fiscal Agent, at least 60 days' prior written notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Capital Securities. If it is stipulated in this Agreement that any resignation or removal of an Agent shall not take effect provided that, in before the case appointment by the Issuer or the Guarantor of a Paying successor Agent, so long as any then each of the Notes is outstanding Issuer and in definitive formthe Guarantor agrees with such Agent that if, by the day falling 10 days before the expiry of any notice, the notice Issuer or the Guarantor has not appointed a successor Agent then such Agent shall be entitled, on behalf of each of the Issuer and the Guarantor, to appoint in its place as a successor Agent a reputable financial institution of good standing which each of the Issuer and the Guarantor shall approve (such approval to not expire less than 45 days before any Interest Payment Datebe unnecessarily withheld or delayed). Following receipt of a notice of resignation from a Paying Agent, the Issuer or, failing the Issuer, the Guarantor shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders holders of the Capital Securities under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve14.
22.5 25.5 Notwithstanding the provisions of subclauses 22.1Clauses 25.1, 22.2 25.2 and 22.425.4, so long as any of the Notes Capital Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer and the Guarantor or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;Fiscal Agent and a Registrar (in the case of the Registrar, with a specified office outside of the United Kingdom); and
(b) with effect from the day prior to the U.S. Securities Determination Date prior to the First Reset Date, and so long as any Capital Securities remain outstanding thereafter, there will be a Calculation Agent; and
(c) so long as the Capital Securities are listed on any stock exchange or admitted to listing by any other relevant authority, a Paying Agent (which may be the Principal Paying Fiscal Agent) having its and a Transfer Agent 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 authority; and
(cd) there will at all times be a Paying Agent and a Transfer Agent with a specified office in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 25.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 25.7 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the relevant Paying Agent), the Paying such Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons Capital Securities surrendered to it but not yet destroyed and all records concerning the Notes and Coupons Capital Securities 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons Capital Securities which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 25.8 Notwithstanding any of the provisions in this Clause 25, each of the Issuer and the Guarantor may at any time without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Issuer or the Guarantor determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Capital Securities and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Capital Securities under Condition 14 as soon as is practicable.
25.9 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Guarantor and, where appropriate, the Principal Paying Fiscal Agent not less than 45 60 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders holders of the Capital Securities on behalf of and at the expense of the Issuer or, failing the Issuer, the Guarantor notice of the change and the address of the new specified office under Condition 1214.
22.9 25.10 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party party, any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its assets or any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its corporate trust business, shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Guarantor and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification 25.11 Each Party shall provide to the Issuerother documentation or information required to comply with Applicable Law unless such information is not reasonably available or cannot be obtained or would constitute a breach of Applicable Law, at any time, delegate by power fiduciary duty or duty of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fitconfidentiality.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 24.1 The Issuer Trustee or Dar Al-Arkan may, with the prior written approval of the TrusteeDelegate, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 60 90 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is Certificates are outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interestPeriodic Distribution Date; and
(b) notice shall be given to Certificateholders under Condition 12 18 at least 30 days before the removal or appointment of a Paying an Agent.
22.2 24.2 Notwithstanding the provisions of subclause 22.1Clause 24.1, if at any time a Paying (a) an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidationliquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreement, the Issuer may as soon as reasonably practicableTrustee or Dar Al-Arkan may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders Certificateholders under Condition 12 18 as soon as is practicable.
22.3 24.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 24.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer Trustee, the Delegate, Dar Al-Arkan and, where appropriate, the Principal Paying Agent and the Registrar at least 60 30 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive formCertificates are outstanding, the notice shall not expire less than 45 30 days before any Interest Payment Periodic Distribution Date. Following receipt of a notice of resignation from a Paying an Agent, the Issuer Trustee shall promptly, and in any event not less than 30 20 days before the resignation takes effect, give notice of such resignation to the Noteholders Certificateholders under Condition 1218. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve.
22.5 Notwithstanding the provisions of subclauses 22.1, 22.2 and 22.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (Clauses 24.1 or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' days prior written notice to that effect provided that so long as any of the Notes Securities is outstanding:
(a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) 22.1.2 notice shall be given under Condition 12 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause sub-clause 22.1, if at any time a Paying time:
22.2.1 an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, ; or
22.2.2 in the Issuer may as soon as reasonably practicable, without notice terminate the appointment case of the Paying AgentAgent Bank, it fails to determine and/or publish the Calculations as provided in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable.Conditions and this Agreement,
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Securityholders under Condition 1212 (Notices). If the Principal Paying Agent or Agent Bank shall resign or be removed pursuant to subclauses sub-clauses 22.1 or 22.2 above or in accordance with this subclause sub-clause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trusteein accordance with sub-clause 22.
1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf or Agent Bank may select (at the cost of the Issuer, ) a leading bank approved by the Trustee to act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall appoint in its place that bank as a the successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveor Agent Bank.
22.5 Notwithstanding the provisions of subclauses sub-clauses 22.1, 22.2 and 22.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Paying Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 21.1 The Issuer may, with the prior written approval of the Trustee, may terminate or vary the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 days' prior written notice to that effect provided that so long as any of the Notes is outstanding:
(a) in the case of a Paying Agenteffect, the which notice shall not expire less than 60 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 at least 30 days before the removal or appointment after any due date for payment in respect of a Paying Agentany Notes.
22.2 21.2 Notwithstanding the provisions of subclause 22.1Clause 21.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, without notice forthwith terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under in accordance with Condition 12 17 (Notices) as soon as is practicable.
22.3 21.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued and due.
22.4 21.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Fiscal Agent at least 60 days' prior written notice to that effect provided thateffect, which notice shall expire at least 30 days before or after any due date for payment of any Notes provided, however, that if the Issuer has not by the tenth day before the expiry of such notice appointed a successor to such Agent, such Agent may itself appoint as its successor any reputable and experienced bank or financial institution acting through its offices in the case of a Paying Agentappropriate jurisdiction, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation appointment to the Noteholders under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place Condition 17 (Notices) as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approvesoon as practicable.
22.5 21.5 Notwithstanding the provisions of subclauses 22.1Clauses 21.1, 22.2 21.2 and 22.421.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless unless, upon the expiry of the relevant notice notice, there is:
/are (a) a Principal Paying Agent;
Fiscal Agent and a Registrar and (b) a Paying Agent and a Transfer Agent (which may be the Principal Paying Fiscal Agent) having its specified office Specified Office in a major financial centre in Western Europe (which for so long as the place required by Notes are listed on the London Stock Exchange and the rules and regulations of the relevant stock such exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europeso require, other than the jurisdiction in which the Issuer is incorporatedshall be London).
22.6 21.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, Agreement and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 21.7 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 21.8 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified officeSpecified Office, it shall give to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent not less than 45 at least 60 days' prior written notice to that effect giving the address of the new specified officeSpecified Office. As soon as practicable thereafter thereafter, and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Specified Office in accordance with Condition 1217 (Notices).
22.9 21.9 A corporation into which any Paying Agent for the time being may be merged merged, converted, consolidated or converted or a corporation with to which the Paying Agent may be consolidated or a corporation resulting business of such agent is transferred which results from a merger, conversion conversion, consolidation or consolidation transfer of business to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion conversion, consolidation or consolidation transfer of business shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Fiscal Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 7.1 The Issuer and the CBC may, each with the prior written approval of the Security Trustee, terminate the appointment of any Paying the Calculation Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Calculation Agent at least 60 forty five (45) calendar days' prior written notice to that effect effect, provided that that, so long as any of the Notes Relevant Covered Bonds is outstanding:
(a) in the case of a Paying Agent, the : such notice shall not expire less than 60 forty five (45) calendar days before any date on which any calculation or payment is due date for the payment to be made in respect of interestany Relevant Covered Bonds; and
(b) and notice shall be given under Condition 12 in accordance with the Conditions to the holders of the Relevant Covered Bonds at least 30 thirty (30) days before any removal of the removal or appointment of a Paying Calculation Agent.
22.2 7.2 Notwithstanding the provisions of subclause 22.1Clause 7.1, if at any time a Paying time: the Calculation Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an 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 public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Paying Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation; or the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer or the CBC, each with the prior written approval of the Security Trustee, may as soon as reasonably practicable, immediately without notice terminate the appointment of the Paying Calculation Agent, in which event notice of the termination shall be given to the Noteholders under Condition 12 holders of the Relevant Covered Bonds in accordance with the Conditions as soon as is practicable.
22.3 7.3 The termination of the appointment of a Paying the Calculation Agent under this Agreement ▇▇▇▇▇▇
7.1 or 7.2 shall not entitle the Paying Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents 7.4 The Calculation Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Issuer and, where appropriateIssuer, the Principal Paying Agent CBC and the Security Trustee at least 60 ninety (90) calendar days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a Paying the Calculation Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such the resignation to the Noteholders under Condition 12. If holders of the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or Relevant Covered Bonds in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveConditions.
22.5 7.5 Notwithstanding the provisions of subclauses 22.1Clauses 7.1, 22.2 and 22.47.2and 7.4, so long as any of the Notes Relevant Covered Bonds is outstanding, the termination of the appointment of a Paying Agent the calculation agent (whether by the Issuer Issuer, the CBC or by the resignation of the Paying Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office successor calculation agent approved in the place required writing by the rules Security Trustee has been appointed. The Issuer and regulations the CBC agree with the Calculation Agent that if, by the day falling ten (10) calendar days before the expiry of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessornotice under Clause 7.4, the Issuer and, where appropriateand the CBC have not appointed a replacement Calculation Agent approved in writing by the Security Trustee, the Principal Paying Calculation Agent an instrument accepting shall be entitled, on behalf of the Issuer and the CBC, to appoint as a successor calculation agent in its place a reputable financial institution of good standing which the Issuer, the CBC and the Security Trustee shall approve.
7.6 Upon its appointment under this Agreementbecoming effective, and the a successor Paying Agentcalculation agent shall without further action, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as a Paying Agentthe Calculation Agent under this Agreement.
22.7 7.7 If the appointment of a Paying the Calculation Agent under this Agreement is terminated (whether by the Issuer and the CBC or by the resignation of the relevant Paying Calculation Agent), the Paying Calculation Agent shall on the date on which the termination takes effect deliver to its the successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all calculation agent any records concerning the Notes and Coupons Relevant Covered Bonds maintained by it (except such those documents and records as which it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment), but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A 7.8 Any corporation into which any Paying the Calculation Agent for the time being may be merged or converted converted, or a any corporation with which the Paying Calculation Agent may be consolidated consolidated, or a any corporation resulting from a any merger, conversion or consolidation to which the Paying Calculation Agent shall be a party party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any Applicable Law, be become the successor Paying Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer and the CBC, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer shall forthwith as soon as reasonably possible be given to the Issuer, the CBC, the Security Trustee and, where appropriate, and the Principal Paying Agent by the Calculation Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any 7.9 Upon giving notice of the rightsintended termination of the appointment of the Calculation Agent, powers and discretions vested the Issuer shall use all reasonable efforts to appoint a reputable financial institution of good standing as successor Calculation Agent, provided the Security Trustee approves in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fitwriting thereto.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 20.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent Fiscal Agent, at least 60 90 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 at least 15 not less than 30 days days, nor more than 45 days, before the removal or appointment of a Paying Agent.
22.2 20.2 Notwithstanding the provisions of subclause 22.120.1, if at any time a Paying Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 15 as soon as is practicable.
22.3 20.3 The termination of the appointment of a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 20.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive formoutstanding, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders (through the Fiscal Agent) under Condition 1215. If the Principal any Paying Agent shall resign or be removed pursuant to subclauses 22.1 20.1 or 22.2 20.2 above or in accordance with this subclause 22.420.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trusteesuccessor. If the Issuer fails to appoint a successor within such period, the Principal relevant Paying Agent may select a leading bank (which, in the case of the Fiscal Agent, shall be entitled, on behalf of the Issuer, a leading bank acting through its office in London) to appoint in its place act as a successor Principal Paying Agent a reputable financial institution of good standing which hereunder and the Trustee Issuer shall approveappoint that bank as the successor Paying Agent.
22.5 20.5 Notwithstanding the provisions of subclauses 22.120.1, 22.2 20.2 and 22.420.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Fiscal Agent;; and
(b) a at least one Paying Agent (which may be the Principal Paying Agent) having its a specified office in a city in western Europe which, so long as the place required by Notes are listed on the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent Luxembourg Stock Exchange, will be in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporatedLuxembourg.
22.6 20.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Issuer, and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 20.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 20.8 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 1215.
22.9 20.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
TERMINATION OF APPOINTMENT. 22.1 23.1 The Issuer Trustee may, with the prior written approval of the TrusteeDelegate, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and Registrar at least 60 90 days' ’ prior written notice to that effect (with a copy to the Delegate and the other Agents), provided that that, so long as any of the Notes is Certificates are outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interestPeriodic Distribution Date; and
(b) notice shall be given to Certificateholders under Condition 12 17 (Notices) at least 30 days before the removal or appointment of a Paying an Agent.
22.2 23.2 Notwithstanding the provisions of subclause 22.1Clause 23.1 (Termination of Appointment), if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, without notice terminate the appointment . Notice of the Paying Agent, in which event notice any such termination or replacement shall be given to the Noteholders Certificateholders under Condition 12 17 (Notices) as soon as is practicable.
22.3 23.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 23.4 All or any of the Paying Agents may resign their respective appointments under this Agreement with no responsibility for any loss or liability arising as a result thereof and with no obligation to give any reason therefor at any time by giving to the Issuer Trustee and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' ’ prior written notice to that effect (specifying the date on which such resignation shall become effective) provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive formCertificates are outstanding, the notice shall not expire less than 45 days before any Interest Payment Periodic Distribution Date. Following receipt of a notice of resignation from a Paying an Agent, the Issuer Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Certificateholders under Condition 1217 (Notices). If the Principal Paying Agent or the Registrar and where Clause 23.5(b) (Termination of Appointment) applies a relevant Paying Agent or Transfer Agent shall resign or be removed pursuant to subclauses 22.1 Clauses 23.1 or 22.2 23.2 (Termination of Appointment) above or in accordance with this subclause 22.4Clause 23.4 (Termination of Appointment), the Issuer Trustee shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a reputable financial institution of good standing). If the Issuer Trustee fails to appoint a successor within such period, the Principal Paying Agent shall be entitledor the Registrar or where Clause 23.5(b) (Termination of Appointment) applies the relevant Agent may at the Trustee’s, on behalf of the Issuerfailing which Infracorp’s, to appoint in its place as a successor Principal Paying Agent expense select a reputable financial institution of good standing which to act as Principal Paying Agent, Registrar, Paying Agent or Transfer Agent, as the case may be, hereunder and the Trustee shall approveappoint that bank as the successor Principal Paying Agent, Registrar, Paying Agent or Transfer Agent, as the case may be.
22.5 23.5 Notwithstanding the provisions of subclauses 22.1Clauses 23.1, 22.2 23.2 and 22.423.4 (Termination of Appointment), so long as any of the Notes is Certificates are outstanding, the termination of the appointment of a Paying any Agent (whether by the Issuer Trustee or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) Agent and a Paying Agent Registrar (which may be the Principal same entity); and
(b) so long as the Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent) Agent and a Transfer Agent having its specified office in the such place (if any) as may be required by the rules and regulations of the relevant such listing authority, stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporatedand/or quotation system.
22.6 23.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Trustee, Infracorp, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 23.7 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer Trustee or by the resignation of the relevant Paying Agent), the Paying such Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons Certificates surrendered to it but not yet destroyed and all records concerning the Notes and Coupons Certificates 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons any Certificates which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 23.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified officeSpecified Office, it shall give to the IssuerInfracorp, the Trustee and, where appropriateTrustee, the Principal Paying Agent Delegate and the other Agents not less than 45 days' days prior written notice (in accordance with Clause 25 (Notices)) to that effect giving the address of the new specified officeSpecified Office. As soon as practicable thereafter and in any event at least 30 within 15 days before of receipt of the changenotice, the Principal Paying Agent shall give to the Noteholders on behalf Certificateholders, under the direction of and at the expense of the Issuer Trustee, notice of the change and the address of the new specified office Specified Office under Condition 1217 (Notices). The initial Agents and their initial Specified Offices are set out in the Schedule to this Agreement.
22.9 23.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith as soon as reasonably practicable be given to the IssuerTrustee, Infracorp, the Trustee Delegate and, where appropriate, the Principal Paying Agent.
22.10 A Paying 23.10 Upon any resignation, revocation or termination taking effect under this Clause 23 (Termination of Appointment), the relevant Agent may, subject to prior notification shall:
(a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the Issuer, at any time, delegate by power benefit of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to Clause 19 (Remuneration and Indemnification of the Agents), Clause 21 (Conditions of Appointment) and this Clause 23 (Termination of Appointment)); and
(b) in the case of any restrictions relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as that true and up to date by an officer or authorised signatory of such Paying Agent may think fitAgent, of the records maintained by it in accordance with Clause 17 (Records and Certificates); and
(c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 9 (Duties of the Registrar); and
(d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with this Agreement; and
(e) as soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 19 (Remuneration and Indemnification of the Agents)) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 18 (Copies of Documents Available for Inspection)) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 21.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' ’ prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 11 at least 30 days before the removal or appointment of a Paying Agent.
22.2 21.2 Notwithstanding the provisions of subclause 22.1, if at any time a Paying Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, Agent in which event notice shall be given to the Noteholders under Condition 12 11 as soon as is practicable.
22.3 21.3 The termination of the appointment of a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 21.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive formoutstanding, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 1211. If the Principal Paying Fiscal Agent shall resign or be removed pursuant to subclauses 22.1 21.1 or 22.2 21.2 above or in accordance with this subclause 22.421.4, the Issuer shall promptly and in any event within 30 days of such written notice being given appoint a successor approved by the Trustee(being a leading bank acting through its office in London). If the Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent may select a leading bank acting through its office in London to act as Fiscal Agent hereunder and the Issuer shall be entitled, on behalf of appoint that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveFiscal Agent.
22.5 21.5 Notwithstanding the provisions of subclauses 22.121.1, 22.2 21.2 and 22.421.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Fiscal Agent;
(b) a at least one Paying Agent (which may be the Principal Paying Fiscal Agent) having its specified office in a European city which so long as the place required Notes are (i) listed on the Luxembourg Stock Exchange, shall include Luxembourg and (ii) admitted to listing and trading on Euronext Amsterdam by the rules and regulations of the relevant stock exchange or any other relevant authority; andNYSE Euronext shall include Amsterdam;
(c) a Paying Agent in a jurisdiction within EuropeMember State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, other than or introduced in order to conform to, such Directive; and
(d) so long as the jurisdiction Notes are (i) listed on the Luxembourg Stock Exchange, a Replacement Agent in which the Issuer is incorporatedLuxembourg and (ii) admitted to listing and trading on Euronext Amsterdam by NYSE Euronext, a Replacement Agent in Amsterdam.
22.6 21.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 21.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 21.8 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent not less than 45 days' ’ prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 1211.
22.9 21.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement (NYSE Euronext)
TERMINATION OF APPOINTMENT. 22.1
21.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 45 days' prior written notice to that effect provided that so long as any of the Notes is outstanding:
(a) outstanding in the case of a Paying Agent, the notice shall not expire less than 60 30 days before any due date for the payment of interest; andinterest.
(b) notice shall be given under Condition 12 at least 30 days before the removal or appointment of a Paying Agent.
22.2 21.2 Notwithstanding the provisions of subclause 22.121.1, if at any time a Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or bankruptcy, makes an assignment for the benefit of its creditors or creditors, consents to the appointment of an administratora receiver, liquidator or administrative administrator or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or similar official of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if a resolution is passed or an order made for the winding up or dissolution of any a Paying Agent, a receiver, administrator or other similar official of such Paying Agent or all or a substantial part of its property is appointed, a court order is entered approving any a petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law law, or if a public officer takes charge or control of the a Principal Paying Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation, the Issuer may as soon as reasonably practicable, with the prior written approval of the Trustee forthwith without notice terminate the appointment of the such Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 (Notices) as soon as is practicable.
22.3 21.3 The termination of the appointment of a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.due.
22.4 21.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 30 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 21.1 or 22.2 21.2 above or in accordance with this subclause 22.421.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve.
22.5 21.5 Notwithstanding the provisions of subclauses 22.121.1, 22.2 21.2 and 22.421.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office Specified Office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 21.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 21.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 21.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified officeSpecified Office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified officeSpecified Office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office Specified Office under Condition 1212 (Notices).
22.9 21.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Paying Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' ’ prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 15 at least 30 days before the removal or appointment of a Paying an Agent.
22.2 . Notwithstanding the provisions of subclause Clause 22.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, without notice forthwith terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under in accordance with Condition 12 15 as soon as is practicable.
22.3 . The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued and due.
22.4 . All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' ’ prior written notice to that effect provided thatwhereupon on the expiry of such 90 day period, in such appointment shall automatically be terminated subject to the case provisions of a Paying Agent, so long as any of this Agreement and the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment DateConditions. Following receipt of a notice of resignation from a Paying an Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under in accordance with Condition 1215. If the Principal Paying Fiscal Agent shall resign or be removed pursuant to subclauses 22.1 or Clause 22.1or 22.2 above or in accordance with this subclause clause 22.4, the Issuer shall promptly and in any event within 30 days of the date of any written notice given pursuant to Clause 22.1, 22.2 or 22.4 appoint a successor approved by (being a leading bank acting through its office in a major financial centre in the TrusteeEuropean Union). If the Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent may select a leading bank acting through its office in a major financial centre in Western Europe to act as Fiscal Agent hereunder and the Issuer shall be entitled, on behalf of deemed to have appointed that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve.
22.5 Fiscal Agent. Notwithstanding the provisions of subclauses Clauses 22.1, 22.2 and 22.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless unless, upon the expiry of the relevant notice notice, there is:
/are (a) a Principal Paying Agent;
Fiscal Agent and a Registrar; (b) a at least one Paying Agent and Transfer Agent (which may be the Principal Paying Fiscal Agent) having its specified office in a major financial centre in Western Europe (which for so long as the place required by Notes are listed on the Irish Stock Exchange and the rules of such exchange so require, shall be Ireland) and regulations of the relevant stock exchange or any other relevant authority; and
(ciii) a Paying Agent and a Transfer Agent with a specified office in a jurisdiction within EuropeEuropean Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, other than the jurisdiction in which the Issuer is incorporated.
22.6 such Directive. Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 . If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 . If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent not less than 45 days' ’ prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter thereafter, and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under in accordance with Condition 12.
22.9 15. A corporation into which any Paying Agent for the time being may be merged merged, converted, consolidated or converted or a corporation with to which the Paying Agent may be consolidated or a corporation resulting business of such agent is transferred which results from a merger, conversion conversion, consolidation or consolidation transfer of business to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion conversion, consolidation or consolidation transfer of business shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Fiscal Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 (1) The Issuer may, with and the prior written approval of the Trustee, Guarantor may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 at least 30 days before the removal or appointment of a Paying Agent.
22.2 (2) Notwithstanding the provisions of subclause 22.1(1), if at any time a Paying Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer and the Guarantor may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable.
22.3 (3) The termination of the appointment of a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 (4) All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer or, failing the Issuer, the Guarantor shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 12. If the Principal Paying Fiscal Agent shall resign or be removed pursuant to subclauses 22.1 (1) or 22.2 (2) above or in accordance with this subclause 22.4(4), the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a leading bank acting through its office in Hong Kong). If the Issuer fails and the Guarantor fail to appoint a successor within by the tenth day prior to the expiration of such period, the Principal Paying Fiscal Agent may select a leading bank acting through its office in Hong Kong to act as Fiscal Agent hereunder and the Issuer and the Guarantor shall be entitled, on behalf of appoint that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveFiscal Agent.
22.5 (5) Notwithstanding the provisions of subclauses 22.1(1), 22.2 (2) and 22.4(4), so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer and the Guarantor or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying AgentFiscal Agent having its specified office in Hong Kong;
(b) if any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26th-27th November, 2000 or any law implementing or complying with, or introduced in order to conform to such Directive is introduced, a Paying Agent in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to any such Directive of law; and
(which may be c) if any Notes are listed on the Principal Luxembourg Stock Exchange or any other stock exchange, a Paying Agent) Agent having its specified office in Luxembourg, or, as the case may be, in such place as may be required by the rules and regulations of the any other relevant stock exchange (or any other relevant authority; and).
(c6) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 (7) If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer Issuer, the Guarantor or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 (8) If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Guarantor and, where appropriate, the Principal Paying Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer or, failing the Issuer, the Guarantor notice of the change and the address of the new specified office under Condition 12.
22.9 (9) A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Guarantor and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement (PCCW LTD)
TERMINATION OF APPOINTMENT. 22.1 23.1 The Issuer and the Guarantor may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 45 days' prior written notice to that effect provided that so long as any of the Notes Securities is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 18 at least 30 days before the removal or appointment of a Paying Agent.
22.2 23.2 Notwithstanding the provisions of subclause 22.123.1, if at any time a Paying (i) an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidationliquidation or (ii) in the case of the Calculation Agent, it fails to determine the Reset Interest Rate applicable to a relevant Reset Period and Interest Amount in respect of any Interest Period as provided in the Conditions and this Agreement, the Issuer and the Guarantor may as soon as reasonably practicable, with the prior written approval of the Trustee forthwith without notice terminate the appointment of the Paying Agent, in which event (save with respect to the termination of the appointment of the Calculation Agent) notice shall be given to the Noteholders Holders under Condition 12 18 as soon as is practicable.
22.3 23.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 23.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Agent at least 60 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes Securities is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Holders under Condition 1218. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 23.1 or 22.2 23.2 above or in accordance with this subclause 22.423.4, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails and the Guarantor fail to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve.
22.5 23.5 Notwithstanding the provisions of subclauses 22.123.1, 22.2 23.2 and 22.423.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer and the Guarantor or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in a major European city, which shall be London so long as the place required by Securities are admitted to the rules Official List and regulations of admitted to trading on the relevant stock exchange or any other relevant authorityLondon Stock Exchange’s Main Market; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer or the Guarantor is incorporated.
22.6 23.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 23.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes Securities and Coupons surrendered to it but not yet destroyed and all records concerning the Notes Securities and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes Securities or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 23.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Guarantor, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified officeoffice which shall be in the same city and stating the date on which the change is to take effect. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders Holders on behalf of and at the expense of the Issuer (failing which, the Guarantor) notice of the change and the address of the new specified office under Condition 1218.
22.9 23.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Guarantor, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying 23.10 An Agent may, subject to prior notification to the IssuerIssuer and the Guarantor, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
23.11 An Agent may, carrying out its functions under this Agreement, appoint an agent on any terms to transact or conduct, or concur in conducting or carrying out such functions or acts required to be done by such Agent.
Appears in 1 contract
Sources: Paying Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 (1) The Issuer may, Issuer[ and the Guarantor] may with the prior written approval of the Trustee, Trustee (such approval not to be unreasonably withheld or delayed) terminate the appointment of any Paying the Calculation Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Calculation Agent at least 60 45 days' ’ prior written notice to that effect effect, provided that that, so long as any of the Relevant Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any date on which any calculation is due date for the payment to be made in respect of interestany Relevant Notes; and
(b) notice shall be given under Condition 12 in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the removal or appointment of a Paying Calculation Agent.
22.2 (2) Notwithstanding the provisions of subclause 22.1(1), if at any time a Paying time:
(a) the Calculation Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an 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 public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Paying Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation; or
(b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer Issuer[ and the Guarantor] may as soon as reasonably practicable, immediately without notice terminate the appointment of the Paying Calculation Agent, in which event notice of the termination shall be given to the Noteholders under Condition 12 holders of the Relevant Notes in accordance with the Conditions as soon as is practicable.
22.3 (3) The termination of the appointment of a Paying the Calculation Agent under this Agreement subclause (1) or (2) shall not entitle the Paying Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents (4) The Calculation Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Issuer and, where appropriateIssuer[, the Principal Paying Agent Guarantor] and the Trustee at least 60 90 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a Paying the Calculation Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such the resignation to the Noteholders under Condition 12. If holders of the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or Relevant Notes in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveConditions.
22.5 (5) Notwithstanding the provisions of subclauses 22.1(1), 22.2 (2) and 22.4(4), so long as any of the Relevant Notes is outstanding, the termination of the appointment of a Paying the Calculation Agent (whether by the Issuer Issuer[, Guarantor] and the Trustee or by the resignation of the Paying Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is:a successor Calculation Agent has been appointed. The Issuer[ and the Guarantor] agree with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause (4), the Issuer[ and the Guarantor] [has/have] not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer[ and the Guarantor], to appoint as a successor Calculation Agent in its place a reputable financial institution approved by the Trustee of good standing which the Issuer[ and the Guarantor] shall approve(such approval not to be unreasonably withheld or delayed).
(a6) Upon its appointment becoming effective, a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Calculation Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further actaction, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as a Paying Agentthe Calculation Agent under this Agreement.
22.7 (7) If the appointment of a Paying the Calculation Agent under this Agreement is terminated (whether by the Issuer Issuer[ and the Guarantor] or by the resignation of the relevant Paying Calculation Agent), the Paying Calculation Agent shall on the date on which the termination takes effect deliver to its the successor Paying Calculation Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all any records concerning the Relevant Notes and Coupons maintained by it (except such those documents and records as which it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment), but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A (8) Any corporation into which any Paying the Calculation Agent for the time being may be merged or converted converted, or a any corporation with which the Paying Calculation Agent may be consolidated consolidated, or a any corporation resulting from a any merger, conversion or consolidation to which the Paying Calculation Agent shall be a party party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by Applicable Lawany applicable laws, be become the successor Paying Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer[ and the Guarantor], and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer shall forthwith be given to the Issuer[, the Guarantor], the Trustee and, where appropriate, and the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions Calculation Agent as that Paying Agent may think fitsoon as practicable prior thereto.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' ’ prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 15 at least 30 days before the removal or appointment of a Paying an Agent.
22.2 Notwithstanding the provisions of subclause Clause 22.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, without notice forthwith terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under in accordance with Condition 12 15 as soon as is practicable.
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued and due.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' ’ prior written notice to that effect provided thatwhereupon on the expiry of such 90 day period, in such appointment shall automatically be terminated subject to the case provisions of a Paying Agent, so long as any of this Agreement and the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment DateConditions. Following receipt of a notice of resignation from a Paying an Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under in accordance with Condition 1215. If the Principal Paying Fiscal Agent shall resign or be removed pursuant to subclauses 22.1 or Clause 22.1or 22.2 above or in accordance with this subclause clause 22.4, the Issuer shall promptly and in any event within 30 days of the date of any written notice given pursuant to Clause 22.1, 22.2 or 22.4 appoint a successor approved by (being a leading bank acting through its office in a major financial centre in the TrusteeEuropean Union). If the Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent may select a leading bank acting through its office in a major financial centre in Western Europe to act as Fiscal Agent hereunder and the Issuer shall be entitled, on behalf of deemed to have appointed that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveFiscal Agent.
22.5 Notwithstanding the provisions of subclauses Clauses 22.1, 22.2 and 22.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless unless, upon the expiry of the relevant notice notice, there is:
/are (a) a Principal Paying Agent;
Fiscal Agent and a Registrar; (b) a at least one Paying Agent and Transfer Agent (which may be the Principal Paying Fiscal Agent) having its specified office in a major financial centre in Western Europe (which for so long as the place required by Notes are listed on the Irish Stock Exchange and the rules of such exchange so require, shall be Ireland) and regulations of the relevant stock exchange or any other relevant authority; and
(ciii) a Paying Agent and a Transfer Agent with a specified office in a jurisdiction within EuropeEuropean Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, other than the jurisdiction in which the Issuer is incorporatedsuch Directive.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent not less than 45 days' ’ prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter thereafter, and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under in accordance with Condition 1215.
22.9 A corporation into which any Paying Agent for the time being may be merged merged, converted, consolidated or converted or a corporation with to which the Paying Agent may be consolidated or a corporation resulting business of such agent is transferred which results from a merger, conversion conversion, consolidation or consolidation transfer of business to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion conversion, consolidation or consolidation transfer of business shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Fiscal Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 25.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent Fiscal Agent, at least 60 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
, (a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
interest and (b) notice shall be given under Condition 12 at least 30 days before the removal or appointment of a Paying an Agent.
22.2 25.2 Notwithstanding the provisions of subclause 22.125.1, if at any time a Paying an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, 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, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 law, or if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given by the Issuer to the Noteholders under Condition 12 as soon as is practicable.
22.3 The termination of the appointment of a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 25.3 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and the Guarantor and, where appropriate, the Principal Paying Agent at least Fiscal Agent, upon not less than 60 days' prior written notice to that effect effect, provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 12. If the Principal Paying Fiscal Agent shall resign or be removed pursuant to subclauses 22.1 25.1 or 22.2 25.2 above or in accordance with this subclause 22.425.3, the Issuer shall promptly and in any event within 30 days of receipt of the notice of resignation appoint a successor approved by (being a leading bank acting through its office in the TrusteeUnited States or London). If the Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent shall be entitled, on behalf may at the expense of the Issuer, to appoint in its place as Issuer petition a court of competent jurisdiction for the appointment of a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveFiscal Agent.
22.5 25.4 Notwithstanding the provisions of subclauses 22.125.1, 22.2 25.2 and 22.425.3, so long as any of the Notes is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying such Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) Fiscal Agent and a Paying Agent (which may be the Principal Paying Fiscal Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority); and
(cb) a Paying Agent in Registrar and a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporatedTransfer Agent.
22.6 25.5 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Agent Fiscal Agent, an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 25.6 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying such Agent shall (upon payment of its charges hereunder, except for those charges, if any, under a good faith dispute by the Issuer) on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 25.7 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, Guarantor and where appropriate, the Principal Paying Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer Issuer, notice of the change and the address of the new specified office under Condition 12.
22.9 25.8 A corporation person into which any Paying Agent for the time being may be merged or converted or a corporation person with which the Paying Agent may be consolidated or a corporation person resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party party, any person to which such Agent shall sell or otherwise transfer all or substantially all of its assets or any person to which such Agent shall sell or otherwise transfer all or substantially all of its corporate trust business, shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Simon Property Group L P /De/)
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 16 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause 22.1, if at any time a time:
(a) A Paying Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; or
(b) it fails to determine the Reset Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Reset Interest Period as provided in the Conditions and this Agreement, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given by the Issuer to the Noteholders under Condition 12 16 (Notices) as soon as is practicable.
22.3 The termination of the appointment of a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign (without liability for doing so other than as may be provided under Clause 18 (Indemnity)) their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 1216 (Notices). If the Principal Paying Fiscal Agent shall resign (without liability for doing so other than as may be provided under Clause 18 (Indemnity)) or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve.
22.5 Notwithstanding the provisions of subclauses 22.1, 22.2 and 22.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 24.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 45 days' prior written notice to that effect effect, provided that that, so long as any of the Notes Capital Securities is outstanding:
, (a) in the case of a Paying Agent, the notice shall not expire less than 60 30 days before any due date for the payment payments of interest; and
principal and interest and (b) notice shall be given under Condition 12 at least 15 (Notices) not less than 30 days before the removal or appointment of a Paying an Agent.
22.2 24.2 Notwithstanding the provisions of subclause 22.1Clause 24.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders holders of the Capital Securities under Condition 12 15 (Notices) as soon as is practicable.
22.3 24.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents 24.4 Any Agent may resign their respective appointments under this Agreement its appointment at any time by giving to the Issuer and, where appropriate, and the Principal Paying Fiscal Agent at least 60 days' prior written notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Capital Securities. If it is stipulated in this Agreement that any resignation or removal of an Agent shall not take effect provided that, in before the case appointment by the Issuer of a Paying successor Agent, so long as then the Issuer agrees with such Agent that if, by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent then such Agent shall be entitled, on behalf of the Notes is outstanding and Issuer, to appoint in definitive form, its place as a successor Agent a reputable financial institution of good standing which the notice Issuer shall approve (such approval shall not expire less than 45 days before any Interest Payment Datebe unreasonably withheld). Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 nor more than 45 days before the resignation takes effect, give notice of such resignation to the Noteholders holders of the Capital Securities under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve15 (Notices).
22.5 24.5 Notwithstanding the provisions of subclauses 22.1Clauses 24.1, 22.2 24.2 and 22.424.4, so long as any of the Notes Capital Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Fiscal Agent and a Registrar; and
(b) with effect from the U.S. Securities Determination Date prior to the First Reset Date, and so long as any Capital Securities remain outstanding thereafter, there will be a Calculation Agent;
(bc) so long as the Capital Securities are listed on any stock exchange or admitted to listing by any other relevant authority, a Paying Agent (which may be the Principal Paying Agent) having its and a Transfer Agent 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 authority; and
(cd) there will at all times be a Paying Agent and a Transfer Agent with a specified office in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 24.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 24.7 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying such Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons Capital Securities surrendered to it but not yet destroyed and all records concerning the Notes and Coupons Capital Securities 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons Capital Securities which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 24.8 Notwithstanding any of the provisions in this Clause 24, the Issuer may at any time without notice appoint additional Agents and/or terminate the appointment of any Agent with 10 days' written notice if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Capital Securities and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be a FATCA Exempt Party, in which case notice shall be given to the holders of the Capital Securities under Condition 15 (Notices) as soon as is practicable.
24.9 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent not less than 45 60 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders holders of the Capital Securities on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 1215 (Notices).
22.9 24.10 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party party, any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its assets or any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its corporate trust business, shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' days prior written notice to that effect provided that so long as any of the Notes Securities is outstanding:
(a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) 22.1.2 notice shall be given under Condition 12 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause sub-clause 22.1, if at any time a Paying time:
22.2.1 an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, ; or
22.2.2 in the Issuer may as soon as reasonably practicable, without notice terminate the appointment case of the Paying AgentAgent Bank, it fails to determine and/or publish the Calculations as provided in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable.Conditions and this Agreement,
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Securityholders under Condition 1212 (Notices). If the Principal Paying Agent or Agent Bank shall resign or be removed pursuant to subclauses sub- clauses 22.1 or 22.2 above or in accordance with this subclause sub-clause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trusteein accordance with sub-clause
22.1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf or Agent Bank may select (at the cost of the Issuer, ) a leading bank approved by the Trustee to act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall appoint in its place that bank as a the successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveor Agent Bank.
22.5 Notwithstanding the provisions of subclauses sub-clauses 22.1, 22.2 and 22.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Paying Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 7.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying the Calculation Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Calculation Agent at least 60 45 days' prior written notice to that effect effect, provided that that, so long as any of the Relevant Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any date on which any calculation is due date for the payment to be made in respect of interestany Relevant Notes; and
(b) notice shall be given under Condition 12 in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the removal or appointment of a Paying Calculation Agent.
22.2 7.2 Notwithstanding the provisions of subclause 22.1sub-clause 7.1, if at any time a Paying time:
(a) the Calculation Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an 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 public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Paying Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation; or
(b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer Issuer, with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed), may as soon as reasonably practicable, immediately without notice terminate the appointment of the Paying Calculation Agent, in which event notice of the termination shall be given to the Noteholders under Condition 12 holders of the Relevant Notes in accordance with the Conditions as soon as is practicable.
22.3 7.3 The termination of the appointment of a Paying the Calculation Agent under this Agreement sub-clause 7.1 or 7.2 shall not entitle the Paying Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents 7.4 The Calculation Agent may resign their respective appointments its appointment under this Agreement (for any reason whatsoever but without any obligation to give any reason therefor) at any time by giving to the Issuer and, where appropriate, and the Principal Paying Agent Trustee at least 60 45 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a Paying the Calculation Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, as soon as reasonably practicable give notice of such the resignation to the Noteholders under Condition 12. If holders of the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or Relevant Notes in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveConditions.
22.5 7.5 Notwithstanding the provisions of subclauses 22.1sub-clauses 7.1, 22.2 7.2 and 22.47.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of a Paying the Calculation Agent (whether by the Issuer or by the resignation of the Paying Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying successor Calculation Agent (which may be the Principal Paying Agent) having its specified office approved in the place required writing by the rules and regulations Trustee has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessornotice under sub-clause 7.4, the Issuer and, where appropriatehas not appointed a replacement Calculation Agent approved in writing by the Trustee, the Principal Paying Calculation Agent an instrument accepting shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing. Upon its resignation, the Calculation Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement.
7.6 Upon its appointment under this Agreementbecoming effective, and the a successor Paying AgentCalculation Agent shall without further action, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as a Paying Agentthe Calculation Agent under this Agreement.
22.7 7.7 If the appointment of a Paying the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Calculation Agent), the Paying Calculation Agent shall on the date on which the termination takes effect deliver to its the successor Paying Calculation Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all any records concerning the Relevant Notes and Coupons maintained by it (except such those documents and records as which it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment), but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A 7.8 Any corporation into which any Paying the Calculation Agent for the time being may be merged or converted converted, or a any corporation with which the Paying Calculation Agent may be consolidated consolidated, or a any corporation resulting from a any merger, conversion or consolidation to which the Paying Calculation Agent shall be a party party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any Applicable LawLaws, be become the successor Paying Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer shall forthwith immediately be given to the Issuer, the Trustee and, where appropriate, and the Principal Paying Agent (as defined in the Conditions) by the Calculation Agent.
22.10 A Paying Agent may, subject to prior notification 7.9 Notwithstanding anything in this Agreement to the Issuercontrary, at any time, delegate by power of attorney the Calculation Agent shall not be responsible or otherwise to any person liable for any period all delay or failure to perform under this Agreement or for any Losses, Expenses or Liabilities resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Calculation Agent including without limitation: strikes, work stoppages, acts of war, terrorism, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the rightsbanking or securities industry, powers sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and discretions vested in it no event shall the Calculation Agent be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fitsuch law, regulation or event.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1
24.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 days' prior written notice to that effect effect, provided that that, so long as any of the Notes Capital Securities is outstanding:
, (a) in the case of a Paying Agent, the notice shall not expire less than 60 30 days before any due date for the payment of interest; and
distributions and (b) notice shall be given under Condition 12 15 at least 30 days before the removal or appointment of a Paying Agent.an Agent.
22.2 24.2 Notwithstanding the provisions of subclause 22.1Clause 24.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders holders of the Capital Securities under Condition 12 15 as soon as is practicable.
22.3 24.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.due.
22.4 All or any of the Paying Agents 24.4 Any Agent may resign their respective appointments under this Agreement its appointment at any time and without giving any reason or being responsible or liable for any costs incurred in connection with such resignation, by giving to the Issuer and, where appropriate, and the Principal Paying Fiscal Agent at least 60 days' prior written notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Capital Securities. If it is stipulated in this Agreement that any resignation or removal of an Agent shall not take effect provided that, in before the case appointment by the Issuer of a Paying successor Agent, so long as then the Issuer agrees with such Agent that if, by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent then such Agent shall be entitled, on behalf and at the cost of the Notes is outstanding and Issuer, to appoint in definitive form, its place as a successor Agent a reputable financial institution of good standing which the notice Issuer shall approve (such approval to not expire less than 45 days before any Interest Payment Datebe unnecessarily withheld or delayed). Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders holders of the Capital Securities under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve15.
22.5 24.5 Notwithstanding the provisions of subclauses 22.1Clauses 24.1, 22.2 24.2 and 22.424.4, so long as any of the Notes Capital Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;Fiscal Agent and a Registrar; and
(b) with effect from the First Call Date, and so long as any Capital Securities remain outstanding thereafter, there will be a Calculation Agent; and
(c) so long as the Capital Securities are listed or admitted to trading on any stock exchange or admitted to listing or admitted to trading by any other relevant authority, a Paying Agent (which may be the Principal Paying Fiscal Agent) having its and a Transfer Agent 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 authority; and
(cd) there will at all times be a Paying Agent and a Transfer Agent with a specified office in a jurisdiction within western Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 24.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 24.7 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying such Agent shall on the date on which the termination takes effect deliver at the cost of the Issuer to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons Capital Securities surrendered to it but not yet destroyed and all records concerning the Notes and Coupons Capital Securities 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons Capital Securities which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 24.8 Notwithstanding any of the provisions in this Clause 24, the Issuer may at any time subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Issuer determines that it will be required to withhold or deduct any FATCA withholding in connection with any payments due on the Capital Securities and such FATCA withholding would not have arisen but for the Agent not being, or having ceased to be a FATCA Exempt Party, in which case notice shall be given to the holders of the Capital Securities under Condition 15 as soon as is practicable.
24.9 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent not less than 45 60 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders holders of the Capital Securities on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 1215.
22.9 24.10 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party party, any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its assets or any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its corporate trust business, shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 25.1 The Issuer may, with and the prior written approval of the Trustee, Guarantor may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent Fiscal Agent, at least 60 45 days' prior written notice to that effect provided that so long as any of effect, specifying the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 at least 30 days before when the removal or appointment of a Paying Agentshall become effective.
22.2 25.2 Notwithstanding the provisions of subclause 22.1Clause 25.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer and the Guarantor may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders holders of the Capital Securities under Condition 12 14 as soon as is practicable.
22.3 25.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents 25.4 Any Agent may resign their respective appointments under this Agreement its appointment at any time by giving to the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Agent Fiscal Agent, at least 60 days' prior written notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Capital Securities. If it is stipulated in this Agreement that any resignation or removal of an Agent shall not take effect provided that, in before the case appointment by the Issuer or the Guarantor of a Paying successor Agent, so long as any then each of the Notes is outstanding Issuer and in definitive formthe Guarantor agrees with such Agent that if, by the day falling 10 days before the expiry of any notice, the notice Issuer or the Guarantor has not appointed a successor Agent then such Agent shall be entitled, on behalf of each of the Issuer and the Guarantor, to appoint in its place as a successor Agent a reputable financial institution of good standing which each of the Issuer and the Guarantor shall approve (such approval to not expire less than 45 days before any Interest Payment Datebe unnecessarily withheld or delayed). Following receipt of a notice of resignation from a Paying Agent, the Issuer or, failing the Issuer, the Guarantor shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders holders of the Capital Securities under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve14.
22.5 25.5 Notwithstanding the provisions of subclauses 22.1Clauses 25.1, 22.2 25.2 and 22.425.4, so long as any of the Notes Capital Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer and the Guarantor or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;Fiscal Agent and a Registrar (in the case of the Registrar, with a specified office outside of the United Kingdom); and
(b) with effect from the day prior to the U.S. Securities Determination Date prior to the First Reset Date, and so long as any Capital Securities remain outstanding thereafter, there will be a Calculation Agent; and
(c) so long as the Capital Securities are listed on any stock exchange or admitted to listing by any other relevant authority, a Paying Agent (which may be the Principal Paying Fiscal Agent) having its and a Transfer Agent 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 authority; and
(cd) there will at all times be a Paying Agent and a Transfer Agent with a specified office in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 25.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 25.7 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the relevant Paying Agent), the Paying such Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons Capital Securities surrendered to it but not yet destroyed and all records concerning the Notes and Coupons Capital Securities 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons Capital Securities which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 25.8 Notwithstanding any of the provisions in this Clause 25, each of the Issuer and the Guarantor may at any time without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Issuer or the Guarantor determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Capital Securities and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Capital Securities under Condition 14 as soon as is practicable.
25.9 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Guarantor and, where appropriate, the Principal Paying Fiscal Agent not less than 45 60 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders holders of the Capital Securities on behalf of and at the expense of the Issuer or, failing the Issuer, the Guarantor notice of the change and the address of the new specified office under Condition 1214.
22.9 25.10 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party party, any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its assets or any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its corporate trust business, shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Guarantor and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification 25.11 Each Party shall provide to the Issuerother documentation or information required to comply with Applicable Law unless such information is not reasonably available or cannot be obtained or would constitute a breach of Applicable Law, at any time, delegate by power fiduciary duty or duty of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fitconfidentiality.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 20.1 The Issuer mayand the Guarantor may terminate, with the prior written approval of the Trusteewithout cause, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 45 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 11 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 20.2 Notwithstanding the provisions of subclause 22.120.1, if at any time a Paying Agent (i) 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, or (ii) is not, or ceases to be, exempt from withholding under FATCA, the Issuer and the Guarantor may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 11 (Notices) as soon as is practicable.
22.3 20.3 The termination of the appointment of a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 20.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 1211 (Notices). If the Principal Paying Fiscal Agent shall resign resigns or be is removed pursuant to subclauses 22.1 20.1 or 22.2 20.2 above or in accordance with this subclause 22.420.4, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a leading bank). If the Issuer fails and the Guarantor fail to appoint a successor within such period, the Principal Paying Fiscal Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantor, to appoint in its place as a successor Principal Paying Fiscal Agent a reputable financial institution of good standing which the Trustee Issuer and the Guarantor shall approveapprove and such approval not to be unreasonably withheld or delayed.
22.5 20.5 Notwithstanding the provisions of subclauses 22.120.1, 22.2 20.2 and 22.420.4, so long as any of the Notes is are outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer and the Guarantor or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Fiscal Agent;
(b) a Paying Agent (which may be the Principal Paying Fiscal Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 20.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 20.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 20.8 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee Guarantor and, where appropriate, the Principal Paying Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer (failing which, the Guarantor) notice of the change and the address of the new specified office under Condition 1211 (Notices).
22.9 A corporation 20.9 Any legal entity into which any Paying Agent for the time being may be is merged or converted or a corporation any legal entity which such Agent may be consolidated, (i) to which the business of such Agent is transferred, (ii) with which the Paying Agent may be consolidated agrees to transfer its respective rights and obligations hereunder or a corporation resulting (iii) which results from a any merger, conversion conversion, consolidation or consolidation transfer to which the Paying such Agent shall be a party shall resulting from any merger or conversion to which such Paying Agent is a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor to such Paying Agent under this Agreement without the execution or filing of any paper or any further act on formality, whereupon the part relevant Issuer, the Guarantor, the Paying Agents, and such successor shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of any of the parties to this Agreement. Notice of any such merger, conversion conversion, consolidation or consolidation transfer of activity shall forthwith be given by such successor to the relevant Issuer, the Trustee and, Guarantor and where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement (Partnerre LTD)
TERMINATION OF APPOINTMENT. 22.1 21.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' ’ prior written notice to that effect provided that so long as any of the Notes Securities is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of principal or interest; and
(b) notice shall be given under Condition 12 11 at least 30 days before the removal or appointment of a Paying an Agent.
22.2 21.2 Notwithstanding the provisions of subclause 22.1Clause 21.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, with the prior written approval of the Trustee forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders Holders under Condition 12 11 as soon as is practicable.
22.3 21.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 21.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes Securities is outstanding and in definitive formoutstanding, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of principal or interest. Following receipt of a notice of resignation from a Paying an Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Holders under Condition 1211. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 Clauses 21.1 or 22.2 21.2 above or in accordance with this subclause 22.4Clause 21.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent may select a leading bank approved by the Trustee to act as Principal Paying Agent hereunder and the Issuer shall be entitled, on behalf of appoint that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveAgent.
22.5 21.5 Notwithstanding the provisions of subclauses 22.1Clauses 21.1, 22.2 21.2 and 22.421.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Calculation Agent;
(c) a Paying Agent having its specified office in London;
(d) so long as the Securities are listed on any other stock exchange or admitted to listing by any other relevant authority, a Paying Agent (which may be the Principal Paying Agent) having its specified office in the such place as may be required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(ce) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 21.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 21.7 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes Securities and Coupons surrendered to it but not yet destroyed and all records concerning the Notes Securities and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes Securities or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 21.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' ’ prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders Holders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 1211.
22.9 21.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith as soon as reasonably practicable be given by such successor to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that so long as any of the Notes is are outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before or after any due date for the payment of principal and/or interest; and
(b) notice shall be given under Condition 12 at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause 22.122.1 (Termination of appointment), if at any time a Paying time:
(a) an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; or
(b) in the case of the Agent Bank, it fails to determine the Floating Rate of Interest, Interest Amount and an Interest Period as provided in the Conditions and this Agreement, the Issuer may as soon as reasonably practicable, with the prior written approval of the Trustee forthwith without notice terminate the appointment of the Paying Agent, in which event (save with respect to the termination of the appointment of the Agent Bank) notice shall be given to the Noteholders under Condition 12 as soon as is practicable.
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign (without needing to give any reason) their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, so long as any of the Notes are outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before or after any Interest Payment Datedue date for the payment of principal and/or interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve.
22.5 Notwithstanding the provisions of subclauses 22.1, 22.2 and 22.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Paying Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that so long as any of the Notes is outstanding:at
(a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) 22.1.2 notice shall be given under Condition 12 11 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause sub-clause 22.1, if at any time a Paying time:
22.2.1 an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, ; or
22.2.2 in the Issuer may as soon as reasonably practicable, without notice terminate the appointment case of the Paying AgentAgent Bank, it fails to determine and/or publish the Calculations as provided in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable.Conditions and this Agreement,
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Securityholders under Condition 1211 (Notices). If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trusteeto
1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent may select a leading bank approved by the Trustee to act as Principal Paying Agent hereunder and the Issuer shall be entitled, on behalf of appoint that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveAgent.
22.5 Notwithstanding the provisions of subclauses sub-clauses 22.1, 22.2 and 22.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) 22.5.1 a Principal Paying Agent;
(b) 22.5.2 so long as the Securities are listed on any stock exchange or admitted to trading by any relevant authority, there will at all times be a Paying Agent (which may be the Principal Paying Agent) having its 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 authority; and;
(c) 22.5.3 a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive;
22.5.4 a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer ; and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Paying Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 6.1 The Issuer and the Guarantors may, with the prior written approval of the Bond Trustee, terminate the appointment of any Paying the Calculation Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Calculation Agent at least 60 45 days' prior written notice to that effect effect, provided that that, so long as any of the Notes Relevant Covered Bonds is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any date on which any calculation is due date for the payment to be made in respect of interestany Relevant Covered Bonds; and
(b) notice shall be given under Condition 12 in accordance with the Terms and Conditions to the holders of the Relevant Covered Bonds at least 30 days before any removal of the removal or appointment of a Paying Calculation Agent.
22.2 6.2 Notwithstanding the provisions of subclause 22.1Clause 6.1, if at any time a Paying time:
(a) the Calculation Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an 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 public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Paying Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation; or
(b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Terms and Conditions and this Agreement, the Issuer Issuer, with the prior written approval of the Bond Trustee, may as soon as reasonably practicable, immediately without notice terminate the appointment of the Paying Calculation Agent, in which event notice of the termination shall be given to the Noteholders under Condition 12 holders of the Relevant Covered Bonds in accordance with the Terms and Conditions as soon as is practicable.
22.3 6.3 The termination of the appointment of a Paying the Calculation Agent under this Agreement Clause 6.1 or 6.2 shall not entitle the Paying Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents 6.4 The Calculation Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Issuer and, where appropriateIssuer, the Principal Paying Agent Guarantors and the Bond Trustee at least 60 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a Paying the Calculation Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such the resignation to the Noteholders under Condition 12. If holders of the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or Relevant Covered Bonds in accordance with this subclause 22.4, the Issuer shall promptly Terms and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveConditions.
22.5 6.5 Notwithstanding the provisions of subclauses 22.1Clauses 6.1, 22.2 6.2 and 22.46.4, so long as any of the Notes Relevant Covered Bonds is outstanding, the termination of the appointment of a Paying the Calculation Agent (whether by the Issuer Issuer, any of the Guarantors or by the resignation of the Paying Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Successor Calculation Agent (which may be the Principal Paying Agent) having its specified office approved in the place required writing by the rules Bond Trustee has been appointed. The Issuer and regulations the Guarantors agree with the Calculation Agent that if, by the day falling 10 days before the expiry of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessornotice under Clause 6.4, the Issuer and, where appropriateand the Guarantors have not appointed a replacement Calculation Agent approved in writing by the Bond Trustee, the Principal Paying Calculation Agent an instrument accepting shall be entitled, on behalf of the Issuer and the Guarantors, to appoint as a Successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
6.6 Upon its appointment under this Agreementbecoming effective, and the successor Paying Agenta Successor Calculation Agent shall without further action, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as a Paying Agentthe Calculation Agent under this Agreement.
22.7 6.7 If the appointment of a Paying the Calculation Agent under this Agreement is terminated (whether by the Issuer and the Guarantors or by the resignation of the relevant Paying Calculation Agent), the Paying Calculation Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Successor Calculation Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 23.1 The Issuer Trustee may, with the prior written approval of the TrusteeDelegate, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and Registrar at least 60 90 days' ’ prior written notice to that effect (with a copy to the Delegate and the other Agents), provided that that, so long as any of the Notes is Certificates are outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interestPeriodic Distribution Date; and
(b) notice shall be given to Certificateholders under Condition 12 17 (Notices) at least 30 days before the removal or appointment of a Paying an Agent.
22.2 23.2 Notwithstanding the provisions of subclause 22.1Clause 23.1 (Termination of Appointment), if at any time a Paying time
(a) an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidationliquidation or (b) in the case of the Calculation Agent, it is unable or unwilling to continue to act as the Calculation Agent or fails to determine the Profit Rate in respect of any Reset Period as provided in the Conditions and this Agreement, the Issuer may Trustee shall forthwith appoint another reputable financial institution of good standing in London approved in writing by the Delegate to act as soon as reasonably practicable, without notice terminate the appointment such in its place. Notice of the Paying Agent, in which event notice any such termination or replacement shall be given to the Noteholders Certificateholders under Condition 12 17 (Notices) as soon as is practicable.
22.3 23.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 23.4 All or any of the Paying Agents may resign their respective appointments under this Agreement with no responsibility for any loss or liability arising as a result thereof and with no obligation to give any reason therefor at any time by giving to the Issuer Trustee and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' ’ prior written notice to that effect (specifying the date on which such resignation shall become effective) provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive formCertificates are outstanding, the notice shall not expire less than 45 days before any Interest Payment Periodic Distribution Date. Following receipt of a notice of resignation from a Paying an Agent, the Issuer Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders Certificateholders under Condition 1217 (Notices). If the Principal Paying Agent or the Registrar or the Calculation Agent and where Clause 23.5(b) (Termination of Appointment) applies a relevant Paying Agent or Transfer Agent shall resign or be removed pursuant to subclauses 22.1 Clauses 23.1 or 22.2 23.2 (Termination of Appointment) above or in accordance with this subclause 22.4Clause 23.4 (Termination of Appointment), the Issuer Trustee shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a reputable financial institution of good standing). If the Issuer Trustee fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf or the Registrar or the Calculation Agent or where Clause 23.5(b) (Termination of Appointment) applies the Issuer, to appoint in its place as a successor Principal relevant Paying Agent or Transfer Agent, as the case may be, may at the Trustee’s, failing which the Bank’s, expense select a reputable financial institution of good standing which to act as Principal Paying Agent, Registrar, Calculation Agent, Paying Agent or Transfer Agent, as the case may be, hereunder and the Trustee shall approveappoint that bank as the successor Principal Paying Agent, Registrar, Calculation Agent, Paying Agent or Transfer Agent, as the case may be.
22.5 23.5 Notwithstanding the provisions of subclauses 22.1Clauses 23.1, 22.2 23.2 and 22.423.4 (Termination of Appointment), so long as any of the Notes is Certificates are outstanding, the Trustee reserves the right at any time to vary or terminate the appointment of any Agent and to appoint additional or other agents, provided that the termination of the appointment of a Paying any Agent (whether by the Issuer Trustee or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) , a Paying Calculation Agent and a Registrar (which may be the Principal same entity); and
(b) so long as the Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent) Agent and a Transfer Agent having its specified office in the such place (if any) as may be required by the rules and regulations of the relevant such listing authority, stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporatedand/or quotation system.
22.6 23.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Trustee, the Bank, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 23.7 If the appointment of a Paying an Agent (other than the Calculation Agent) under this Agreement is terminated (whether by the Issuer Trustee or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying such Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 23.8 If the Principal Paying Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its specified officeSpecified Office, it shall give to the IssuerBank, the Trustee and, where appropriateTrustee, the Principal Paying Agent Delegate and the other Agents not less than 45 days' days prior written notice (in accordance with Clause 25 (Notices)) to that effect giving the address of the new specified officeSpecified Office. As soon as practicable thereafter and in any event at least 30 within 15 days before of receipt of the changenotice, the Principal Paying Agent shall give to the Noteholders on behalf Certificateholders, under the direction of and at the expense of the Issuer Trustee, notice of the change and the address of the new specified office Specified Office under Condition 1217 (Notices). The initial Agents and their initial Specified Offices are set out in the Schedule to this Agreement.
22.9 23.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith as soon as reasonably practicable be given to the IssuerTrustee, the Trustee Bank, the Delegate and, where appropriate, the Principal Paying Agent.
22.10 A Paying 23.10 Upon any resignation, revocation or termination taking effect under this Clause 23 (Termination of Appointment), the relevant Agent may, subject to prior notification shall:
(a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the Issuer, at any time, delegate by power benefit of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to Clause 19 (Remuneration and Indemnification of the Agents), Clause 21 (Conditions of Appointment) and this Clause 23 (Termination of Appointment)); and
(b) in the case of any restrictions relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as that true and up to date by an officer or authorised signatory of such Paying Agent may think fitAgent, of the records maintained by it in accordance with Clause 17 (Records and Certificates); and
(c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 10 (Duties of the Registrar); and
(d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with this Agreement; and
(e) forthwith (upon payment to it of any amount due to it in accordance with Clause 19 (Remuneration and Indemnification of the Agents)) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 18 (Copies of Documents Available for Inspection)) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 7.1 The Issuer and the CBC may, each with the prior written approval of the Security Trustee, terminate the appointment of any Paying the Calculation Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Calculation Agent at least 60 forty five (45) calendar days' prior written notice to that effect effect, provided that that, so long as any of the Notes Relevant Covered Bonds is outstanding:
(a) in the case of a Paying Agent, the : such notice shall not expire less than 60 forty five (45) calendar days before any date on which any calculation or payment is due date for the payment to be made in respect of interestany Relevant Covered Bonds; and
(b) and notice shall be given under Condition 12 in accordance with the Conditions to the holders of the Relevant Covered Bonds at least 30 thirty (30) days before any removal of the removal or appointment of a Paying Calculation Agent.
22.2 7.2 Notwithstanding the provisions of subclause 22.1Clause 7.1, if at any time a Paying time: the Calculation Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an 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 public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Paying Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation; or the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer or the CBC, each with the prior written approval of the Security Trustee, may as soon as reasonably practicable, immediately without notice terminate the appointment of the Paying Calculation Agent, in which event notice of the termination shall be given to the Noteholders under Condition 12 holders of the Relevant Covered Bonds in accordance with the Conditions as soon as is practicable.
22.3 7.3 The termination of the appointment of a Paying the Calculation Agent under this Agreement Clause
7.1 or 7.2 shall not entitle the Paying Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents 7.4 The Calculation Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Issuer and, where appropriateIssuer, the Principal Paying Agent CBC and the Security Trustee at least 60 ninety (90) calendar days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a Paying the Calculation Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such the resignation to the Noteholders under Condition 12. If holders of the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or Relevant Covered Bonds in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveConditions.
22.5 7.5 Notwithstanding the provisions of subclauses 22.1Clauses 7.1, 22.2 7.2 and 22.47.4, so long as any of the Notes Relevant Covered Bonds is outstanding, the termination of the appointment of a Paying Agent the calculation agent (whether by the Issuer Issuer, the CBC or by the resignation of the Paying Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office successor calculation agent approved in the place required writing by the rules Security Trustee has been appointed. The Issuer and regulations the CBC agree with the Calculation Agent that if, by the day falling ten (10) calendar days before the expiry of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessornotice under Clause 7.4, the Issuer and, where appropriateand the CBC have not appointed a replacement Calculation Agent approved in writing by the Security Trustee, the Principal Paying Calculation Agent an instrument accepting shall be entitled, on behalf of the Issuer and the CBC, to appoint as a successor calculation agent in its place a reputable financial institution of good standing which the Issuer, the CBC and the Security Trustee shall approve.
7.6 Upon its appointment under this Agreementbecoming effective, and the a successor Paying Agentcalculation agent shall without further action, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as a Paying Agentthe Calculation Agent under this Agreement.
22.7 7.7 If the appointment of a Paying the Calculation Agent under this Agreement is terminated (whether by the Issuer and the CBC or by the resignation of the relevant Paying Calculation Agent), the Paying Calculation Agent shall on the date on which the termination takes effect deliver to its the successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all calculation agent any records concerning the Notes and Coupons Relevant Covered Bonds maintained by it (except such those documents and records as which it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment), but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A 7.8 Any corporation into which any Paying the Calculation Agent for the time being may be merged or converted converted, or a any corporation with which the Paying Calculation Agent may be consolidated consolidated, or a any corporation resulting from a any merger, conversion or consolidation to which the Paying Calculation Agent shall be a party party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any Applicable Law, be become the successor Paying Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer and the CBC, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer shall forthwith as soon as reasonably possible be given to the Issuer, the CBC, the Security Trustee and, where appropriate, and the Principal Paying Agent by the Calculation Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any 7.9 Upon giving notice of the rightsintended termination of the appointment of the Calculation Agent, powers and discretions vested the Issuer shall use all reasonable efforts to appoint a reputable financial institution of good standing as successor Calculation Agent, provided the Security Trustee approves in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fitwriting thereto.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 days' days prior written notice to that effect provided that so long as any of the Notes Securities is outstanding:
(a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) 22.1.2 notice shall be given under Condition 12 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 Notwithstanding the provisions of subclause sub-clause 22.1, if at any time a Paying time:
22.2.1 an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, ; or
22.2.2 in the Issuer may as soon as reasonably practicable, without notice terminate the appointment case of the Paying AgentAgent Bank, it fails to determine and/or publish the Calculations as provided in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable.Conditions and this Agreement,
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trusteeless
1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf or Agent Bank may select (at the cost of the Issuer, ) a leading bank approved by the Trustee to act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall appoint in its place that bank as a the successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveor Agent Bank.
22.5 Notwithstanding the provisions of subclauses sub-clauses 22.1, 22.2 and 22.4, so long as any of the Notes Securities is outstanding, the termination of the appointment of a Paying an Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Paying Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 The Issuer and the Guarantor may, with the prior written approval of the Trustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 60 90 days' prior written notice to that effect provided that so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 16 (Notices) at least 30 days before the removal or appointment of a Paying Agent. None of the Agents shall incur responsibility for any loss or liability incurred by such termination where such termination was effected in accordance with this subclause 22.1.
22.2 Notwithstanding the provisions of subclause 22.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer and the Guarantor may as soon as reasonably practicable, with the prior written approval of the Trustee forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 16 (Notices) as soon as is practicable.
22.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents may without reason resign their respective appointments under this Agreement at any time by giving to the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Agent at least 60 90 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Datedue date for the payment of interest. None of the Paying Agents shall incur responsibility for any loss or liability incurred by such resignation where such resignation was effected in accordance with this subclause 22.4. Following receipt of a notice of resignation from a Paying Agent, the Issuer or, failing the Issuer, the Guarantor shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 1216 (Notices). If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 22.1(b) above or in accordance with this subclause 22.4, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails and the Guarantor fail to appoint a successor within such period, the Principal Paying Agent may select a leading bank approved by the Trustee to act as Principal Paying Agent hereunder and the Issuer and the Guarantor shall be entitled, on behalf of appoint that bank as the Issuer, to appoint in its place as a successor Principal Paying Agent Agent. The Issuer shall be responsible for all costs in relation to replacement of a reputable financial institution of good standing which the Trustee shall approvesuccessor following termination, including handover costs.
22.5 Notwithstanding the provisions of subclauses 22.1, 22.2 22.1 and 22.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer and the Guarantor or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a at least one Paying Agent (which may be the Principal Paying Agent) having its specified office in a European city which so long as the Notes are listed on the Luxembourg Stock Exchange, shall be Luxembourg or such other place required by as the rules and regulations of the relevant stock exchange or any other relevant authorityCommission de Surveillance du Secteur Financier may approve; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer or the Guarantor is incorporated.
22.6 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion acting reasonably, that it will be required to withhold or deduct any FATCA Withholding in connection with the next scheduled payment and such FATCA Withholding would not have arisen but for an Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled, but not obliged, to terminate appointment of the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Agent.
22.7 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 22.8 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 22.9 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Guarantor, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer or, failing the Issuer, the Guarantor notice of the change and the address of the new specified office under Condition 1216 (Notices).
22.9 22.10 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Guarantor, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Paying Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 (a) The Issuer may, with the prior written approval of the Trustee, Company may terminate the appointment of the Fiscal Agent or any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Fiscal Agent or the Paying Agent whose appointment is concerned and, where appropriatein the case of any Paying Agent other than the Fiscal Agent, the Principal Paying Fiscal Agent at least 60 days' ’ prior written notice to that effect effect, provided that that, so long as any of the Notes is are outstanding:
, (ai) in the case of a Paying Agent, the such notice shall not expire less than 60 30 days before any due date for the payment of interest; and
any Note and (bii) notice shall be given under Condition 12 in accordance with the Conditions at least 30 days before the prior to any removal or appointment of a the Fiscal Agent or any Paying Agent.
22.2 (b) Notwithstanding the provisions of subclause 22.1(a) above, if at any time a the Fiscal Agent or any Paying Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or payor meet its debts as they may mature or suspends payment of its debtsthereof, or if an 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 any public officer takes charge or control of the such Fiscal Agent or Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer Company may as soon as reasonably practicable, forthwith without notice terminate the appointment of the such Fiscal Agent or Paying Agent, as the case may be, in which event notice thereof shall be given to the Noteholders under Condition 12 in accordance with the Conditions as soon as is practicablepracticable thereafter.
22.3 (c) The termination of the appointment of a the Fiscal Agent or any Paying Agent under this Agreement hereunder shall not entitle the such Fiscal Agent or Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All (d) The Fiscal Agent or all or any of the Paying Agents may resign their respective appointments under this Agreement hereunder at any time by giving to the Issuer and, where appropriate, Company and (except in the Principal Paying case of resignation of the Fiscal Agent) the Fiscal Agent at least 60 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a the Fiscal Agent or any Paying Agent, the Issuer Company shall promptly, and in but no later than 10 days prior to the expiration of any event not less than 30 days before resignation of the resignation takes effectFiscal or Paying Agent, give notice of such resignation thereof to the Noteholders under Condition 12. If the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly Conditions. The Fiscal Agent and in any event within 30 days Paying Agent may appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying replacement Fiscal Agent shall be entitled, on behalf of the IssuerCompany, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which if the Trustee shall approveCompany has not already done so.
22.5 (e) Notwithstanding the provisions of subclauses 22.1(a), 22.2 (b), (c) and 22.4(d) above, so long as any of the Notes is are outstanding, the termination of the appointment of a any Paying Agent (whether by the Issuer Company or by the resignation of the such Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
is (ai) a Principal Paying Agent;
Fiscal Agent and (bii) a at least one Paying Agent (which may be the Principal Paying Agent) having its with a specified office in a European city which, so long as the Notes are listed on the Luxembourg Stock Exchange, shall be Luxembourg or such other place required as may be approved by the rules and regulations of the relevant stock exchange or any other relevant authority; andLuxembourg Stock Exchange.
(cf) a Any successor Fiscal Agent or Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer and, where appropriateCompany, the Principal Paying Agent Guarantor and (unless its predecessor is the Fiscal Agent) the Fiscal Agent, an instrument accepting its such appointment under this Agreementhereunder, and the thereupon such successor Fiscal Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the such predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of Fiscal Agent or a Paying Agent under this Agreement Agreement.
(g) If the appointment of the Fiscal Agent or any Paying Agent hereunder is terminated (whether by the Issuer Company or by the resignation of the relevant such Fiscal Agent or Paying Agent), the such Fiscal Agent or Paying Agent shall on the date on which the such termination takes effect deliver to its the Fiscal Agent or the successor Paying Fiscal Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and shall deliver to such successor Paying Agent (or if none, the Fiscal Agent) all records concerning the Notes and Coupons 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 Fiscal Agent or Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for paymentpaid, but shall have no other duties or responsibilities under this Agreement.
22.8 (h) If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change Agent changes its specified office, it shall give to the IssuerCompany and the Fiscal Agent (if applicable), the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior ’ written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the prior to such change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the such change and the address of the new specified office under Condition 12in accordance with the Conditions. The Company reserves the right to approve any change in the specified office of any Paying Agent.
22.9 A (i) Any corporation into which the Fiscal Agent or any Paying Agent for the time being may be merged or converted or a any corporation with which the such Fiscal Agent or Paying Agent may be consolidated or a any corporation resulting from a any merger, conversion or consolidation to which the such Fiscal Agent or Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law (including United States federal income tax laws), be the successor Fiscal Agent or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer, Company and the Trustee Noteholders in accordance with the Conditions and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Fiscal and Paying Agency Agreement (General Motors Corp)
TERMINATION OF APPOINTMENT. 22.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 60 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 12 (Notices) at least 30 days before the removal or appointment of a Paying Agent.
22.2 . Notwithstanding the provisions of subclause 22.1, if at any time a Paying (i) an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; or (ii) in the case of the Agent Bank, it fails duly to determine the Floating Rate of Interest, Interest Amount and/or Step-Up Interest Period Interest Payment Date in respect of any Step-Up Interest Period as provided in the Conditions and this Agreement, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event (save with respect to the termination of the appointment of the Agent Bank) notice shall be given to the Noteholders under Condition 12 (Notices) as soon as is practicable.
22.3 22.2 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.due.
22.4 22.3 All or any of the Paying Agents or Agent ▇▇▇▇ may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Fiscal Agent at least 60 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not not, in the case of a Paying Agent, expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 1212 (Notices). If the Principal Paying Fiscal Agent shall resign resigns or be is removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve.
22.5 Notwithstanding the provisions of subclauses 22.1, 22.2 and 22.4, so long as any of the Notes is outstanding, the termination of the appointment of a Paying Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying Agent.
22.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 7.1 The Issuer and the CBC may, each with the prior written approval of the Security Trustee, terminate the appointment of any Paying the Calculation Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Calculation Agent at least 60 forty five (45) calendar days' prior written notice to that effect effect, provided that that, so long as any of the Notes Relevant Covered Bonds is outstanding:
(a) in the case of a Paying Agent, the : such notice shall not expire less than 60 forty five (45) calendar days before any date on which any calculation or payment is due date for the payment to be made in respect of interestany Relevant Covered Bonds; and
(b) and notice shall be given under Condition 12 in accordance with the Conditions to the holders of the Relevant Covered Bonds at least 30 thirty (30) days before any removal of the removal or appointment of a Paying Calculation Agent.
22.2 7.2 Notwithstanding the provisions of subclause 22.1Clause 7.1 above, if at any time a Paying time: the Calculation Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an 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 public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Paying Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation; or the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer or the CBC, each with the prior written approval of the Security Trustee, may as soon as reasonably practicable, immediately without notice terminate the appointment of the Paying Calculation Agent, in which event notice of the termination shall be given to the Noteholders under Condition 12 holders of the Relevant Covered Bonds in accordance with the Conditions as soon as is practicable.
22.3 7.3 The termination of the appointment of a Paying the Calculation Agent under this Agreement ▇▇▇▇▇▇ 7.1 or 7.2 above shall not entitle the Paying Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 All or any of the Paying Agents 7.4 The Calculation Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Issuer and, where appropriateIssuer, the Principal Paying Agent CBC and the Security Trustee at least 60 ninety (90) calendar days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Dateeffect. Following receipt of a notice of resignation from a Paying the Calculation Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such the resignation to the Noteholders under Condition 12. If holders of the Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or Relevant Covered Bonds in accordance with this subclause 22.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approveConditions.
22.5 7.5 Notwithstanding the provisions of subclauses 22.1Clauses 7.1, 22.2 7.2 and 22.47.4 above, so long as any of the Notes Relevant Covered Bonds is outstanding, the termination of the appointment of a Paying Agent the calculation agent (whether by the Issuer Issuer, the CBC or by the resignation of the Paying Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Agent;
(b) a Paying Agent (which may be the Principal Paying Agent) having its specified office successor calculation agent approved in the place required writing by the rules Security Trustee has been appointed. The Issuer and regulations the CBC agree with the Calculation Agent that if, by the day falling ten (10) calendar days before the expiry of the relevant stock exchange or any other relevant authority; and
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
22.6 Any successor Paying Agent shall execute and deliver to its predecessornotice under Clause 7.4 above, the Issuer and, where appropriateand the CBC have not appointed a replacement Calculation Agent approved in writing by the Security Trustee, the Principal Paying Calculation Agent an instrument accepting shall be entitled, on behalf of the Issuer and the CBC, to appoint as a successor calculation agent in its place a reputable financial institution of good standing which the Issuer, the CBC and the Security Trustee shall approve.
7.6 Upon its appointment under this Agreementbecoming effective, and the a successor Paying Agentcalculation agent shall without further action, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as a Paying Agentthe Calculation Agent under this Agreement.
22.7 7.7 If the appointment of a Paying the Calculation Agent under this Agreement is terminated (whether by the Issuer and the CBC or by the resignation of the relevant Paying Calculation Agent), the Paying Calculation Agent shall on the date on which the termination takes effect deliver to its the successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all calculation agent any records concerning the Notes and Coupons Relevant Covered Bonds maintained by it (except such those documents and records as which it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment), but shall have no other duties or responsibilities under this Agreement.
22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12.
22.9 A 7.8 Any corporation into which any Paying the Calculation Agent for the time being may be merged or converted converted, or a any corporation with which the Paying Calculation Agent may be consolidated consolidated, or a any corporation resulting from a any merger, conversion or consolidation to which the Paying Calculation Agent shall be a party party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any Applicable LawLaws, be become the successor Paying Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer and the CBC, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer shall forthwith immediately be given to the Issuer, the CBC, the Security Trustee and, where appropriate, and the Principal Paying Agent by the Calculation Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any 7.9 Upon giving notice of the rightsintended termination of the appointment of the Calculation Agent, powers and discretions vested the Issuer shall use all reasonable efforts to appoint a reputable financial institution of good standing as successor Calculation Agent, provided the Security Trustee approves in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fitwriting thereto.
Appears in 1 contract
Sources: Agency Agreement
TERMINATION OF APPOINTMENT. 22.1 21.1 The Issuer may, with the prior written approval of the Trustee, may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent at least 60 30 days' prior written notice to that effect effect, provided that that, so long as any of the Notes is outstanding:
, (a) in the case of a Paying Agent, the notice shall not expire less than 60 30 days before any due date for the payment of interest; and
interest and (b) notice shall be given under Condition 12 at least 30 10 days before the removal or appointment of a Paying Agent.an Agent.
22.2 21.2 Notwithstanding the provisions of subclause 22.1clause 21.1, if at any time a Paying an Agent 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 any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, 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 if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, the Issuer may as soon as reasonably practicable, forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable.
22.3 21.3 The termination of the appointment of a Paying an Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
22.4 21.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Fiscal Agent at least 60 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Notes is are outstanding and in definitive form, the notice shall not expire less than 45 60 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying an Agent, the Issuer shall promptly, and in any event not less than 30 10 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 12. If the Principal Paying Fiscal Agent or the Registrar shall resign or be removed pursuant to subclauses 22.1 clauses 21.1 or 22.2 21.2 above or in accordance with this subclause 22.4clause 21.4, the Issuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee(being a leading bank acting through its office in London). If the Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent shall be entitledor the Registrar, on behalf of as the case may be, may select (following consultation with the Issuer) a leading bank to act as Fiscal Agent or Registrar, to as the case may be, hereunder and the Issuer shall appoint in its place that bank as a the successor Principal Paying Fiscal Agent a reputable financial institution of good standing which or the Trustee shall approvesuccessor Registrar, as the case may be.
22.5 21.5 Notwithstanding the provisions of subclauses 22.1clauses 21.1, 22.2 21.2 and 22.421.4, so long as any of the Notes is are outstanding, the termination of the appointment of a Paying any Agent (whether by the Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) a Principal Paying Fiscal Agent;
(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, a Paying Agent (which may be the Principal Paying Fiscal Agent) having its a specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and;
(c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated; and
(d) a Registrar.
22.6 21.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as a Paying an Agent.
22.7 21.7 If the appointment of a Paying an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying such Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Fiscal Agent) all Notes and Coupons Certificates surrendered to it but not yet destroyed and all records concerning the Notes and Coupons 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 Paying Agent (or, if none, to the Principal Paying Fiscal Agent) the amounts (if any) held by it in respect of any Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
22.8 21.8 If the Principal Paying Fiscal Agent or any of the other Paying Agents shall change its specified officeSpecified Office, it shall give to the Issuer, Issuer and the Trustee and, where appropriate, the Principal Paying Agent other Agents not less than 45 days' prior written notice to that effect giving the address of the new specified officeSpecified Office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office Specified Office under Condition 12.
22.9 21.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party shall, to the extent permitted by Applicable Lawapplicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent.
22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.
Appears in 1 contract
Sources: Fiscal Agency Agreement