Agent Obligations. Each of the Agents accepts its obligations set forth herein and in the Debt Securities of each Series upon the terms and conditions hereof and thereof, including the following, to all of which Jamaica agrees and to all of which the rights of the holders, from time to time, of each Series of the Debt Securities shall be subject: 8.1 Each of the Agents shall be entitled to the compensation agreed upon, in writing, with Jamaica for all services rendered by it, and Jamaica agrees promptly to pay such compensation and to reimburse each of the Agents for reasonable out-of-pocket expenses (including reasonable fees and expenses of its agents and counsel) incurred by it in connection with the services rendered by it hereunder (including but not limited to any fees and expenses incurred by the Fiscal Agent in connection with services rendered by it pursuant to Section 11 hereunder and Section 12 on the reverse of the Debt Securities) after receipt of an itemized statement detailing such expenses. Jamaica agrees to indemnify each of the Agents and each other Paying Agent and Transfer Agent (which shall include each of their officers, directors and employees when acting in their capacity as agents) for, and to hold them harmless against, any loss, liability, cost, claim, action, demand or expense (including the costs and expenses of defending against any claim of liability) incurred without gross negligence or willful misconduct on their part arising out of or in connection with their acting as such Agent or a Paying Agent or Transfer Agent hereunder, as the case may be, (including but not limited to any fees and expenses incurred by the Fiscal Agent in connection with services rendered by it pursuant to Section 11 hereunder and Section 12 on the reverse of the Debt Securities), performing any other duties pursuant to the terms and conditions hereof or actions taken or omitted by any of them in reliance on any certificate furnished pursuant to Section 4.3. The obligations of Jamaica under this Section 8.1 shall survive the payment of the Debt Securities and the resignation or removal of such Agent and the termination of this Agreement. Jamaica shall indemnify the Agents and other Paying Agents and Transfer Agents promptly upon receipt by Jamaica of a demand therefor supported by reasonable evidence of such loss, liability, cost, claim, action, demand or expense. 8.2 In acting under this Agreement and in connection with the Debt Securities, each of the Agents and each other Paying Agent and Transfer Agent is acting solely as agent of Jamaica and does not assume any obligation towards or relationship of agency or trust for or with any of the owners or holders of the Debt Securities of any Series except that all funds held by such Agent or any Paying Agent for the payment of principal of (and premium, if any) or interest (and any Additional Amounts) on such Debt Securities shall be held in trust by such Agent or such Paying Agent, as the case may be, and applied as set forth herein and in such Debt Securities, but need not be segregated from other funds held by such Agent or by any other Paying Agent except as required by law; provided that any such moneys remaining unclaimed at the end of two years after the date on which such principal (and premium, if any), interest or Additional Amounts shall have become due and payable shall be repaid to Jamaica, as provided and in the manner set forth in such Debt Securities, whereupon the aforesaid trust shall terminate and all liability of such Agent or any other Paying Agent with respect to such moneys shall cease. 8.3 Each of the Agents and each other Paying Agent and Transfer Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion. 8.4 Each of the Agents and each other Paying Agent and Transfer Agent shall be protected and shall incur no liability for or in respect of any action reasonably taken or omitted to be taken or thing suffered by it in reliance upon any Debt Security, notice, direction, consent, certificate (including, without limitation, any certificate delivered pursuant to Section 5 hereof), affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties. 8.5 Each of the Agents and each other Paying Agent and Transfer Agent, and each of their officers, directors, agents and employees, in its individual capacity or any other capacity, may become the owner of, or acquire any interest in, the Debt Securities of any Series or other obligations of Jamaica with the same rights that it would have had if it were not such Agent or such other Paying Agent or Transfer Agent or an officer, director, agent or employee thereof, as the case may be, and may engage or be interested in any financial or other transaction with Jamaica and may act on, or as depositary, trustee or agent for, any committee or body of holders of Debt Securities of any Series or other obligations of Jamaica, as freely as if it were not such Agent or such other Paying Agent or Transfer Agent or an officer, director or employee thereof, as the case may be. 8.6 All moneys paid by or on behalf of Jamaica to the Paying Agent or any other Paying Agent for the payment of the principal of (and premium, if any) or interest on any Debt Security of a Series which remain unclaimed at the end of two years after such principal or interest shall have become due and payable will be repaid to Jamaica (including all interest accrued, if any, with respect to any such amounts), and the holder of such Debt Security will thereafter look only to Jamaica for payment. Upon such repayment all liability of the Paying Agent and any other Paying Agent with respect thereto shall cease, without, however, limiting in any way the obligation of Jamaica in respect of the amount so repaid. 8.7 The recitals contained herein and in the Debt Securities of each Series (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Fiscal Agent or the Paying Agent) shall be taken as the statements of Jamaica, and the Agents assume no responsibility for the correctness of the same. None of the Agents makes any representation as to the validity or sufficiency of this Agreement or the Debt Securities. None of the Agents or any other Paying Agent shall be accountable for the use or application by Jamaica of the proceeds of any Debt Securities authenticated and delivered by or on behalf of the Fiscal Agent or the Paying Agent in conformity with the provisions of this Agreement. 8.8 The Agents and each other Paying Agent and Transfer Agent shall be obligated to perform such duties and only such duties as are herein and in the Debt Securities of each Series specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Debt Securities against the Agents or any such other Paying Agent or Transfer Agent. None of the Agents shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to Jamaica of such a decision not to take action. 8.9 Except as otherwise specifically provided herein or in the Debt Securities of each Series, any order, certificate, notice, request, direction or other communication from Jamaica, made or given under any provision of this Agreement shall be sufficient if signed by an Authorized Official of Jamaica. Each Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such Agent and conforming to the requirements of this Agreement. Jamaica will furnish the Agents with a certificate as to the incumbency and specimen signatures of persons who are Authorized Officials upon the execution of any Debt Security. Until the Agents receive a subsequent certificate from Jamaica the Agents shall be entitled to rely on the last such certificate delivered to them for purposes of determining the Authorized Officials. 8.10 Except as specifically provided herein or in the Debt Securities of a Series, none of the Agents shall have any duty or responsibility in case of any default by Jamaica in the performance of its obligations. Under no circumstances does any Agent have any duty or responsibility to accelerate all or any of the Debt Securities of any Series or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon Jamaica. 8.11 Nothing herein or in the Debt Securities of any Series shall obligate any Agent to provide notice of any default by Jamaica in the performance of its obligations. 8.12 Whether or not therein expressly so provided, every provision of this Agreement and each Debt Security relating to the conduct of or affording protection to any Agent shall be subject to the provisions of this Section 8. 8.13 Whenever in the administration of this Agreement or the Debt Securities of a Series an Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Debt Securities of a Series, such evidence may in the absence of bad faith be established by a certificate from an Authorized Official unless other evidence be herein specifically described. 8.14 No Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, debt security or other paper or document, but such Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if such Agent shall determine to make such further inquiry or investigation, Jamaica shall cooperate therewith to such extent as is reasonable under the circumstances. 8.15 Each Agent shall not be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Debt Securities of a Series and no permissive power or authority available to an Agent shall be construed as a duty. 8.16 The Fiscal Agent shall not be charged with knowledge of any default by Jamaica hereunder or under any of the Debt Securities of any Series unless the Fiscal Agent shall have received written notice thereof from Jamaica or the holder of a Debt Security. 8.17 The Fiscal Agent shall, at the cost and expense of Jamaica, upon written directions of an Authorized Official, invest specified amounts of funds held from time to time by the Fiscal Agent in specific lawful investments specified in such written directions provided the Fiscal Agent is able to make such investments. Gain or loss on all such investments are for the account of Jamaica and shall not otherwise affect the obligations of Jamaica under this Agreement. Investments shall mature no later than 9:00 a.m. (New York time) on the date funds are required to be used. Except as provided in this section, no Agent shall have any obligation to invest or pay interest on any funds held by it. 8.18 Compensation to each Agent hereunder shall not be limited by any provision of law in regard to the compensation of a trustee or an express trust.
Appears in 3 contracts
Samples: Fiscal Agency Agreement (Jamaica Government Of), Fiscal Agency Agreement (Jamaica Government Of), Fiscal Agency Agreement (Jamaica Government Of)
Agent Obligations. Each of the Agents accepts its obligations set forth herein and in the Debt Securities of each Series upon the terms and conditions hereof and thereof, including the following, to all of which Jamaica agrees and to all of which the rights of the holders, from time to time, of each Series of the Debt Securities shall be subject:
8.1 Each of the Agents shall be entitled to the compensation agreed upon, in writing, with Jamaica for all services rendered by it, and Jamaica agrees promptly to pay such compensation and to reimburse each of the Agents for reasonable out-of-pocket expenses (including reasonable fees and expenses of its agents and counsel) incurred by it in connection with the services rendered by it hereunder (including but not limited to any fees and expenses incurred by the Fiscal Agent in connection with services rendered by it pursuant to Section 11 hereunder and Section 12 on the reverse of the Debt Securities) after receipt of an itemized statement detailing such expenses. Jamaica agrees to indemnify each of the Agents and each other Paying Agent and Transfer Agent (which shall include each of their officers, directors and employees when acting in their capacity as agents) for, and to hold them harmless against, any loss, liability, cost, claim, action, demand or expense (including the costs and expenses of defending against any claim of liability) incurred without gross negligence or willful misconduct on their part arising out of or in connection with their acting as such Agent or a Paying Agent or Transfer Agent hereunder, as the case may be, (including but not limited to any fees and expenses incurred by the Fiscal Agent in connection with services rendered by it pursuant to Section 11 hereunder and Section 12 on the reverse of the Debt Securities), performing any other duties pursuant to the terms and conditions hereof or actions taken or omitted by any of them in reliance on any certificate furnished pursuant to Section 4.3. The obligations of Jamaica under this Section 8.1 shall survive the payment of the Debt Securities and the resignation or removal of such Agent and the termination of this Agreement. Jamaica shall indemnify the Agents and other Paying Agents and Transfer Agents promptly upon receipt by Jamaica of a demand therefor supported by reasonable evidence of such loss, liability, cost, claim, action, demand or expense.
8.2 In acting under this Agreement and in connection with the Debt Securities, each of the Agents and each other Paying Agent and Transfer Agent is acting solely as agent of Jamaica and does not assume any obligation towards or relationship of agency or trust for or with any of the owners or holders of the Debt Securities of any Series except that all funds held by such Agent or any Paying Agent for the payment of principal of (and premium, if any) or interest (and any Additional Amounts) on such Debt Securities shall be held in trust by such Agent or such Paying Agent, as the case may be, and applied as set forth herein and in such Debt Securities, but need not be segregated from other funds held by such Agent or by any other Paying Agent except as required by law; provided that any such moneys remaining unclaimed at the end of two years after the date on which such principal (and premium, if any), interest or Additional Amounts shall have become due and payable shall be repaid to Jamaica, as provided and in the manner set forth in such Debt Securities, whereupon the aforesaid trust shall terminate and all liability of such Agent or any other Paying Agent with respect to such moneys shall cease.
8.3 Each of the Agents and each other Paying Agent and Transfer Agent may consult with counsel, and any advice or written opinion of such counsel shall be full and complete authorization and protection, and no liability shall be incurred by it in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and without gross negligence and in accordance with such advice or opinion.
8.4 Each of the Agents and each other Paying Agent and Transfer Agent shall be protected and shall incur no liability for or in respect of any action reasonably taken or omitted to be taken or thing suffered by it in reliance upon any Debt Security, notice, direction, consent, certificate (including, without limitation, any certificate delivered pursuant to Section 5 hereof), affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties.
8.5 Each of the Agents and each other Paying Agent and Transfer Agent, and each of their officers, directors, agents and employees, in its individual capacity or any other capacity, may become the owner of, or acquire any interest in, the Debt Securities of any Series or other obligations of Jamaica with the same rights that it would have had if it were not such Agent or such other Paying Agent or Transfer Agent or an officer, director, agent or employee thereof, as the case may be, and may engage or be interested in any financial or other transaction with Jamaica and may act on, or as depositary, trustee or agent for, any committee or body of holders of Debt Securities of any Series or other obligations of Jamaica, as freely as if it were not such Agent or such other Paying Agent or Transfer Agent or an officer, director or employee thereof, as the case may be.
8.6 All moneys paid by or on behalf of Jamaica to the Paying Agent or any other Paying Agent for the payment of the principal of (and premium, if any) or interest on any Debt Security of a Series which remain unclaimed at the end of two years after such principal or interest shall have become due and payable will be repaid to Jamaica (including all interest accrued, if any, with respect to any such amounts), and the holder of such Debt Security will thereafter look only to Jamaica for payment. Upon such repayment all liability of the Paying Agent and any other Paying Agent with respect thereto shall cease, without, however, limiting in any way the obligation of Jamaica in respect of the amount so repaid.
8.7 The recitals contained herein and in the Debt Securities of each Series (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Fiscal Agent or the Paying Agent) shall be taken as the statements of Jamaica, and the Agents assume no responsibility for the correctness of the same. None of the Agents makes any representation as to the validity or sufficiency of this Agreement or the Debt Securities. None of the Agents or any other Paying Agent shall be accountable for the use or application by Jamaica of the proceeds of any Debt Securities authenticated and delivered by or on behalf of the Fiscal Agent or the Paying Agent in conformity with the provisions of this Agreement.
8.8 The Agents and each other Paying Agent and Transfer Agent shall be obligated to perform such duties and only such duties as are herein and in the Debt Securities of each Series specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Debt Securities against the Agents or any such other Paying Agent or Transfer Agent. None of the Agents shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it, and shall promptly give notice to Jamaica of such a decision not to take action.
8.9 Except as otherwise specifically provided herein or in the Debt Securities of each Series, any order, certificate, notice, request, direction or other communication from Jamaica, made or given under any provision of this Agreement shall be sufficient if signed by an Authorized Official of Jamaica. Each Agent may as to the truth of the statements and the correctness of the opinions expressed therein, rely upon certificates or opinions furnished to such Agent and conforming to the requirements of this Agreement. Jamaica will furnish the Agents with a certificate as to the incumbency and specimen signatures of persons who are Authorized Officials upon the execution of any Debt Security. Until the Agents receive a subsequent certificate from Jamaica the Agents shall be entitled to rely on the last such certificate delivered to them for purposes of determining the Authorized Officials.
8.10 Except as specifically provided herein or in the Debt Securities of a Series, none of the Agents shall have any duty or responsibility in case of any default by Jamaica in the performance of its obligations. Under no circumstances does any Agent have any duty or responsibility to accelerate all or any of the Debt Securities of any Series or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon Jamaica.
8.11 Nothing herein or in the Debt Securities of any Series shall obligate any Agent to provide notice of any default by Jamaica in the performance of its obligations.
8.12 Whether or not therein expressly so provided, every provision of this Agreement and each Debt Security relating to the conduct of or affording protection to any Agent shall be subject to the provisions of this Section 8.
8.13 Whenever in the administration of this Agreement or the Debt Securities of a Series an Agent shall deem it desirable that a matter be proved or established prior to the taking, suffering or omitting any action under this Agreement or the Debt Securities of a Series, such evidence may in the absence of bad faith be established by a certificate from an Authorized Official unless other evidence be herein specifically described.
8.14 No Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, debt security or other paper or document, but such Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if such Agent shall determine to make such further inquiry or investigation, Jamaica shall cooperate therewith to such extent as is reasonable under the circumstances.
8.15 Each Agent shall not be under any obligation to take any action that is discretionary under the provisions of this Agreement or the Debt Securities of a Series and no permissive power or authority available to an Agent shall be construed as a duty.
8.16 The Fiscal Agent shall not be charged with knowledge of any default by Jamaica hereunder or under any of the Debt Securities of any Series unless the Fiscal Agent shall have received written notice thereof from Jamaica or the holder of a Debt Security.
8.17 The Fiscal Agent shall, at the cost and expense of Jamaica, upon written directions of an Authorized Official, invest specified amounts of funds held from time to time by the Fiscal Agent in specific lawful investments specified in such written directions provided the Fiscal Agent is able to make such investments. Gain or loss on all such investments are for the account of Jamaica and shall not otherwise affect the obligations of Jamaica under this Agreement. Investments shall mature no later than 9:00 a.m. (New York time) on the date funds are required to be used. Except as provided in this section, no Agent shall have any obligation to invest or pay interest on any funds held by it.
8.18 Compensation to each Agent hereunder shall not be limited by any provision of law in regard to the compensation of a trustee or an express trust.
8.19 Each of the Agent may employ agents or attorneys to transact or concur in transacting any business and to do or concur in doing any acts required to be done by such Agent and shall not be responsible for the misconduct or negligence of any such agent appointed with due care.
8.20 In no event shall the Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
Appears in 3 contracts
Samples: Fiscal Agency Agreement (Jamaica Government Of), Fiscal Agency Agreement (Jamaica Government Of), Fiscal Agency Agreement (Jamaica Government Of)
