Common use of Appointment of the Administrator Clause in Contracts

Appointment of the Administrator. The Security Trustee shall approve the appointment or replacement of the Administrator only if it is satisfied that the proposed Administrator: (a) (i) is listed on the List of Pre-approved Administrators; or (ii) holds regulatory permission(s) listed on the List of Generally Accepted Regulatory Regimes for Administrators; or (iii) is approved by the Bondholders' Representative; (b) has experience and capacity (including and not limited to legal capacity and access to all necessary information sources) to perform its functions; (c) if not listed on the List of Pre-approved Administrators, is otherwise sufficiently independent from the Issuer, or there are satisfactory measures in place to mitigate any potential dependence from the Issuer; (d) is legally required pursuant to its agreement with the Issuer to verify Issuer's ongoing compliance with (i) the covenant set out in paragraph (3) (Deposited Cryptocurrency) of section 11 (Covenants) of the Terms and Conditions and (ii) the obligation of the Issuer to transfer Bonds to a subscribing party once the appropriate subscription price was paid; and (e) has the power to stop, prevent or veto (i) any instructions issued by the Issuer to the Depo Bank with respect to the Pledged Bonds and (ii) instructions issued by the Issuer to the Depositary with respect to the Deposited Cryptocurrency, pursuant to an account authorisation, account control agreement, the provision of sole signing rights or any other agreement or arrangement between the Issuer, the Depo Bank or the Depositary and the Administrator (as applicable), and such power to stop, prevent or veto any transaction cannot be removed from the Administrator without the consent of the Security Trustee. When giving its approval, the Security Trustee shall rely on a certificate substantially in the form as attached in Schedule 4 hereto by (A) the Issuer confirming that the conditions set out in paragraphs (b) to (e) (inclusive) are satisfied with respect to the proposed Administrator and by (B) if condition listed in paragraph (a) above is satisfied by compliance with (a)(ii), a reputable international law firm as selected by the Issuer (at its sole cost) confirming that the conditions set out in paragraph (a)(ii) are satisfied with respect to the proposed Administrator. If an approval prescribed by this paragraph is given, the Security Trustee shall take such actions which are reasonably necessary to confirm or otherwise make effective the nomination of the Administrator by the Issuer, including but not limited to notification of its approval / consent to the Depo Bank and/or Depositary.

Appointment of the Administrator. The Security Collateral Trustee shall approve the appointment or replacement of the Administrator only if it is satisfied that the proposed Administrator: (a) (i) is listed on the List of Pre-approved Administrators; or (ii) holds regulatory permission(s) listed on the List of Generally Accepted Regulatory Regimes for Administrators; or (iii) is approved by the Bondholders' Representative; (b) has experience and capacity (including and not limited to legal capacity and access to all necessary information sources) to perform its functions; (c) if not listed on the List of Pre-approved Administrators, is otherwise sufficiently independent from the Issuer, or there are satisfactory measures in place to mitigate any potential dependence from the Issuer; (d) is legally required pursuant to its agreement with the Issuer to verify Issuer's ongoing compliance with (i) the covenant set out in paragraph (3) (Deposited CryptocurrencyCrypto-Asset) of section 11 (Covenants) of the Terms and Conditions and (ii) the obligation of the Issuer to transfer Bonds to a subscribing party once the appropriate subscription price was paid; and (e) has the power to stop, prevent or veto (i) any instructions issued by the Issuer to the Depo Custodian Bank with respect to the Pledged Bonds and (ii) instructions issued by the Issuer to the Depositary Crypto Custodian with respect to the Deposited CryptocurrencyCrypto-Asset, pursuant to an account authorisation, account control agreement, the provision of sole signing rights or any other agreement or arrangement between the Issuer, the Depo Custodian Bank or the Depositary Crypto Custodian and the Administrator (as applicable), and such power to stop, prevent or veto any transaction cannot be removed from the Administrator without the consent of the Security Collateral Trustee. When giving its approval, the Security Collateral Trustee shall rely on a certificate substantially in the form as attached in Schedule 4 hereto by (A) the Issuer confirming that the conditions set out in paragraphs (b) to (e) (inclusive) are satisfied with respect to the proposed Administrator and by (B) if condition listed in paragraph (a) above is satisfied by compliance with (a)(ii), a reputable international law firm as selected by the Issuer (at its sole cost) confirming that the conditions set out in paragraph (a)(ii) are satisfied with respect to the proposed Administrator. If an approval prescribed by this paragraph is given, the Security Collateral Trustee shall take such actions which are reasonably necessary to confirm or otherwise make effective the nomination of the Administrator by the Issuer, including but not limited to notification of its approval / consent to the Depo Custodian Bank and/or DepositaryCrypto Custodian.

Appointment of the Administrator. The Security Trustee shall approve the appointment or replacement of the Administrator only if it is satisfied that the proposed Administrator: (a) (i) is listed on the List of Pre-approved Administrators; or (ii) holds regulatory permission(s) listed on the List of Generally Accepted Regulatory Regimes for Administrators; or (iii) is approved by the Bondholders' Representative; (b) has experience and capacity (including and not limited to legal capacity and access to all necessary information sources) to perform its functions; (c) if not listed on the List of Pre-approved Administrators, is otherwise sufficiently independent from the Issuer, or there are satisfactory measures in place to mitigate any potential dependence from the Issuer; (d) is legally required pursuant to its agreement with the Issuer to verify Issuer's ongoing compliance with (i) the covenant set out in paragraph (3) (Deposited Cryptocurrency) of section 11 14 (Covenants) of the Terms and Conditions and (ii) the obligation of the Issuer to transfer Bonds to a subscribing party once the appropriate subscription price was paid; and (e) has the power to stop, prevent or veto (i) any instructions issued by the Issuer to the Depo Bank with respect to the Pledged Bonds and (ii) instructions issued by the Issuer to the Depositary with respect to the Deposited Cryptocurrency, pursuant to an account authorisation, account control agreement, the provision of sole signing rights or any other agreement or arrangement between the Issuer, the Depo Bank or the Depositary and the Administrator (as applicable), and such power to stop, prevent or veto any transaction cannot be removed from the Administrator without the consent of the Security Trustee. When giving its approval, the Security Trustee shall rely on a certificate substantially in the form as attached in Schedule 4 hereto by (A) the Issuer confirming that the conditions set out in paragraphs (b) to (e) (inclusive) are satisfied with respect to the proposed Administrator and by (B) if condition listed in paragraph (a) above is satisfied by compliance with (a)(ii), a reputable international law firm as selected by the Issuer (at its sole cost) confirming that the conditions set out in paragraph (a)(ii) are satisfied with respect to the proposed Administrator. If an approval prescribed by this paragraph is given, the Security Trustee shall take such actions which are reasonably necessary to confirm or otherwise make effective the nomination of the Administrator by the Issuer, including but not limited to notification of its approval / consent to the Depo Bank and/or Depositary.

Appointment of the Administrator. The Security Trustee shall approve the appointment or replacement of the Administrator only if it is satisfied that the proposed Administrator: (a) (i) is listed on the List of Pre-approved Administrators; or (ii) holds regulatory permission(s) listed on the List of Generally Accepted Regulatory Regimes for Administrators; or (iii) is approved by the Bondholders' Representative; (b) has experience and capacity (including and not limited to legal capacity and access to all necessary information sources) to perform its functions; (c) if not listed on the List of Pre-approved Administrators, is otherwise sufficiently independent from the Issuer, or there are satisfactory measures in place to mitigate any potential dependence from the Issuer; (d) is legally required pursuant to its agreement with the Issuer to verify Issuer's ongoing compliance with (i) the covenant set out in paragraph (3) (Deposited Cryptocurrency) of section 11 (Covenants) of the Terms and Conditions and (ii) the obligation of the Issuer to transfer Bonds to a subscribing party once the appropriate subscription price was paid; and (e) has the power to stop, prevent or veto (i) any instructions issued by the Issuer to the Depo Bank with respect to the Pledged Bonds and (ii) instructions issued by the Issuer to the Depositary with respect to the Deposited Cryptocurrency, pursuant to an account authorisation, account control agreement, the provision of sole signing rights or any other agreement or arrangement between the Issuer, the Depo Bank or the Depositary and the Administrator (as applicable), and such power to stop, prevent or veto any transaction cannot be removed from the Administrator without the consent of the Security Trustee. When giving its approval, the Security Trustee shall rely on a certificate substantially in the form as attached in Schedule 4 hereto by (A) the Issuer confirming that the conditions set out in paragraphs (b) to (e) (inclusive) are satisfied with respect to the proposed Administrator and by (B) if condition listed in paragraph (a) above is satisfied by compliance with (a)(ii), a reputable international law firm as selected by the Issuer (at its sole cost) confirming that the conditions set out in paragraph (a)(ii) are satisfied with respect to the proposed Administrator. If an approval prescribed by this paragraph is given, the Security Trustee shall take such actions which are reasonably necessary to confirm or otherwise make effective the nomination of the Administrator by the Issuer, including but not limited to notification of its approval / consent to the Depo Bank and/or Depositary.

Appointment of the Administrator. The Security Trustee shall approve the appointment or replacement of the Administrator only if it is satisfied that the proposed Administrator: (a) (i) is listed on the List of Pre-approved AdministratorsAdministrators appended hereto as Schedule 1; or (ii) holds regulatory permission(s) listed on the List of Generally Accepted Regulatory Regimes for AdministratorsAdministrators appended hereto as Schedule 2; or (iii) is has been approved by the Bondholders' Representative; (b) has experience and capacity (including and not limited to legal capacity and access to all necessary information sources) to perform its functions; (c) if not listed on the List of Pre-approved Administrators, is otherwise sufficiently independent from the Issuer, or there are satisfactory measures in place to mitigate any potential dependence conflict of interest arising from any connection to the Issuer; (d) is legally required pursuant to its agreement with the Issuer to verify Issuer's ongoing compliance with (i) the covenant set out in paragraph (3) (Deposited Cryptocurrency) of section 11 12 (Covenants) of the Terms and Conditions and (ii) the obligation of the Issuer to transfer Bonds to a subscribing party once the appropriate subscription price was paid; and (e) has the power to stop, prevent or veto (i) any instructions issued by the Issuer to the Depo Bank with respect to the Pledged Issuer-Owned Bonds and (ii) instructions issued by the Issuer to the Depositary with respect to the Deposited Cryptocurrency, pursuant to an account authorisation, account control agreement, the provision of sole signing rights or any other agreement or arrangement between the Issuer, the Depo Bank or the Depositary and the Administrator (as applicable), and such power to stop, prevent or veto any transaction cannot be removed from the Administrator without the consent of the Security Trustee. When Provided that, in giving its any such approval, the Security Trustee shall be entitled to rely conclusively on a certificate substantially in the form as attached in Schedule 4 hereto by certificate(s) from: (A) the Issuer confirming that each of the conditions set out in paragraphs (ba) to (e) (inclusive) above are satisfied with respect to the proposed Administrator (which shall specify, in respect of the condition listed in paragraph (a) above, which of conditions (i), (ii) and/or (iii) have been satisfied) in the form appended hereto as Schedule 3 (Issuer's Certificate regarding appointment of Administrator) (the “Issuer Certification”); and by (B) if the condition listed in paragraph (a) above is satisfied by compliance with (a)(ii)) only, by a reputable international law firm as selected by the Issuer (at its sole cost) confirming that the conditions set out in paragraph (a)(ii) are satisfied with respect to the proposed AdministratorAdministrator (the “Law Firm Certification”). For the avoidance of doubt, if any Issuer Certification specifies that, in respect of the condition listed in paragraph (a) above, conditions (i) and/or (iii) have been satisfied, the Law Firm Certification need neither be requested nor provided. If an approval prescribed by this paragraph is given, the Security Trustee shall take such actions which are reasonably necessary to confirm or otherwise make effective the nomination of the Administrator by the Issuer, including but not limited to countersigning any notification from the Issuer of its such nomination, approval / or consent to the Depo Bank and/or Depositary.

Appointment of the Administrator. The Security Trustee shall approve the appointment or replacement of the Administrator only if it is satisfied that the proposed Administrator: (a) (i) is listed on the List of Pre-approved Administrators; or (ii) holds regulatory permission(s) listed on the List of Generally Accepted Regulatory Regimes for Administrators; or (iii) is approved by the Bondholders' ’ Representative; (b) has experience and capacity (including and not limited to legal capacity and access to all necessary information sources) to perform its functions; (c) if not listed on the List of Pre-approved Administrators, is otherwise sufficiently independent from the Issuer, or there are satisfactory measures in place to mitigate any potential dependence from the Issuer; (d) is legally required pursuant to its agreement with the Issuer to verify Issuer's ’s ongoing compliance with (i) the covenant set out in paragraph (3) (Deposited CryptocurrencyBTC) of section 11 (Covenants) of the Terms and Conditions and (ii) the obligation of the Issuer to transfer Bonds to a subscribing party once the appropriate subscription price was paid; and (e) has the power to stop, prevent or veto (i) any instructions issued by the Issuer to the Depo Bank with respect to the Pledged Bonds and (ii) instructions issued by the Issuer to the Depositary with respect to the Deposited CryptocurrencyBTC, pursuant to an account authorisation, account control agreement, the provision of sole signing rights or any other agreement or arrangement between the Issuer, the Depo Bank or the Depositary and the Administrator (as applicable), and such power to stop, prevent or veto any transaction cannot be removed from the Administrator without the consent of the Security Trustee. When giving its approval, the Security Trustee shall rely on a certificate substantially in the form as attached in Schedule 4 hereto by (A1) the Issuer confirming that the conditions set out in paragraphs (b) to (e) (inclusive) are satisfied with respect to the proposed Administrator and by (B2) if condition listed in paragraph (a) above is satisfied by compliance with (a)(ii), a reputable international law firm as selected by the Issuer (at its sole cost) confirming that the conditions set out in paragraph (a)(ii) are satisfied with respect to the proposed Administrator. If an approval prescribed by this paragraph is given, the Security Trustee shall take such actions which are reasonably necessary to confirm or otherwise make effective the nomination of the Administrator by the Issuer, including but not limited to notification of its approval / consent to the Depo Bank and/or Depositary.