Change of Agents. Give notice to the Noteholders in accordance with Condition 15 of any appointment, resignation or removal of any Paying Agent, Registrar or Transfer Agent (other than the appointment of the initial Paying Agents, Registrar and Transfer Agent) after having obtained the prior written approval of the Trustee thereto or any change of any Paying Agent's, Registrar's or Transfer Agent's Specified Office and (except as provided by the Conditions) at least 30 days prior to such event taking effect; PROVIDED ALWAYS THAT so long as any of the Notes remains liable to prescription no such termination shall take effect until a new Principal Paying Agent, Registrar or Transfer Agent (as the case may be) has been appointed on terms previously approved in writing by the Trustee; and
Change of Agents. Notwithstanding the irrevocable appointments in Clause 19.1, the Facility Agent may resign at any time if it gives at least 30 days' notice in writing to the Borrower and the Lenders and the Facility Agent may at any time be removed by the Majority Lenders giving not less than 30 days' notice to the Facility Agent. However, no resignation or removal shall be effective until the successor has been appointed and accepted its appointment in accordance with this Clause 19.
Change of Agents. The initial Principal Paying Agent, the Registrar, the Transfer Agent and the initial Paying Agents and their respective initial Specified Offices are listed at the end of these Conditions. The Issuing Entity reserves the right, subject to the prior written approval of the Note Trustee, at any time to vary or terminate the appointment of the Principal Paying Agent, the Registrar, the Transfer Agent and the US Paying Agent and to appoint additional or other Paying Agents. The Issuing Entity will at all times maintain a Paying Agent with a Specified Office in London and a US Paying Agent with a Specified Office in New York and a Registrar. Except where otherwise provided in the Issuer Trust Deed, the Issuing Entity will cause at least 30 days' notice of any change in or addition to the Paying Agents, the Transfer Agent or the Registrar or their Specified Offices to be given in accordance with Condition 14 and will notify the Rating Agencies of such change or addition.
Change of Agents. The Issuer undertakes that it will not, except with the consent of the Arranger (such consent not to be unreasonably withheld or delayed), appoint a different Principal Paying Agent, Registrar, Paying Agent(s) or Transfer Agent(s) under the Agency Agreement and that it will promptly notify each of the Dealers of any change in the Principal Paying Agent, Registrar, Paying Agent(s) or Transfer Agent(s) under the Agency Agreement.
Change of Agents. The initial Principal Paying Agent, the Registrar, the Transfer Agent and the initial Paying Agents are listed in these Conditions. The Master Issuer reserves the right, subject to the prior written approval of the Note Trustee, at any time to vary or terminate the appointment of the Principal Paying Agent, the Registrar, the Transfer Agent and the US Paying Agent and to appoint additional or other Paying Agents. The Master Issuer will at all times maintain a Paying Agent with a Specified Office in London and a US Paying Agent with a Specified Office in New York and a Registrar. Except where otherwise provided in the Master Issuer Trust Deed, the Master Issuer will cause at least 30 days' notice of any change in or addition to the Paying Agents, the Transfer Agent or the Registrar or their Specified Offices to be given in accordance with CONDITION 14 and will notify the Rating Agencies of such change or addition. For as long as any Note is outstanding, the Master Issuer will endeavour to maintain a Paying Agent in a member state of the European Union that will not be 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.
Change of Agents. The initial Principal Paying Agent, the Registrar, the Transfer Agent and the initial Paying Agents and their respective initial Specified Offices are listed at the end of these Conditions. The Current Issuer reserves the right, subject to the prior written approval of the Note Trustee, at any time to vary or terminate the appointment of the Principal Paying Agent, the Registrar, the Transfer Agent and the US Paying Agent and to appoint additional or other Paying Agents. The Current Issuer will at all times maintain a Paying Agent with a Specified Office in London and a US Paying Agent with a Specified Office in New York and a Registrar. Except where otherwise provided in the Current Issuer Trust Deed, the Current Issuer will cause at least 30 days' notice of any change in or addition to the Paying Agents, the Transfer Agent or the Registrar or their Specified Offices to be given in accordance with Condition 14 and will notify the Rating Agencies of such change or addition. 109
Change of Agents. Each of the Issuers and the Guarantor undertakes that if the appointment of the Fiscal Agent, Registrar, Paying Agent(s) or Transfer Agent(s) under the Agency Agreement is terminated, it will promptly notify each of the Dealers of any change in the Fiscal Agent, Registrar, Paying Agent(s) or Transfer Agent(s) under the Agency Agreement.
Change of Agents. 20.3.1 The Facility Agent may at any time resign by giving notice to the Borrower and the Banks in writing, whereupon the Banks shall appoint a successor Facility Agent. The Banks shall consult with the Borrower before a successor Facility Agent is appointed. At the request of the Majority Banks, the Facility Agent shall resign as aforesaid.
20.3.2 The Security Agent may at any time resign by giving notice to the Facility Agent, whereupon the Facility Agent shall on behalf of the Banks appoint a successor Security Agent. The Facility Agent shall consult with the Borrower before a successor Security Agent is appointed. At the request of the Majority Banks, the Security Agent shall resign as aforesaid.
20.3.3 If no successor Agent has been appointed in accordance with Clause 20.3.1 or 20.3.2, as the case may be, within thirty (30) days after the notice of termination, then the retiring Agent may appoint a successor Agent. An Agent shall in any event not cease to act as Agent until a successor Agent has accepted its appointment as Agent.
20.3.4 The resignation of a retiring Agent and the appointment of any successor Agent shall both become effective upon the successor Agent notifying all the parties hereto that it accepts such appointment, whereupon the successor Agent shall succeed to the position of the relevant retiring Agent and the term “Facility Agent” or “Security Agent” as appropriate herein shall be construed as a reference to any person who from time to time succeeds to the position of the relevant Agent in accordance with the terms of this Agreement.
20.3.5 Upon the acceptance of appointment, the successor Agent shall become vested with all the rights and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations. The retiring Agent shall, however, remain liable for any loss or damage which results from its gross negligence or Table of Contents wilful misconduct in taking or omitting to take any action before its resignation or removal as Agent was effective.
Change of Agents. Chase shall replace Morgxx xx Administrative Agent (and all references to "Morgxx" xx its Affiliates in connection with its capacity as Administrative Agent shall be deemed references instead to "Chase" and its Affiliates); Citibank, N.A., shall continue as Syndication Agent; Bank of America National Trust and Savings Association and BankBoston, N.A. shall be Documentation Agents; The Chase Manhattan Bank shall be Auction Administrative Agent; and no other Lender shall have any title. Payments to the Administrative Agent shall be made to it in care of The Chase Manhattan Bank, Agency Services, One Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000; notices may be provided to the Administrative Agent at the same address, Attention: Munixxx Xxxxxxx, Xxlefax: (212) 000-0000, xxth a copy to Chase Bank of Texas, N.A., 600 Xxxxxx Xxxxxx, 20th Floor, Houston, TX 77002, Attention: Russxxx Xxxxxxx, Xxlefax: (713) 000-0000; and notices may be provided to the Auction Administrative Agent at The Chase Manhattan Bank, Agency Services, One Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Xxtention: Chrixxxxxxx Xxxxxxxx, Xxlefax: (212) 000-0000; xx each case as may be subsequently changed in accordance with Section 8.02 of the Credit Agreement. The Administrative Agent shall until such time as it so notifies the Borrower and the Lenders discharge its duties under Section 2.19 through the Auction Administrative Agent and all references to the "Administrative Agent" or to Chase relating to such duties or made in Article 7 shall be deemed to also refer to the Auction Administrative Agent or to any Affiliate of Chase serving in such capacity. All payments to be made to or by the Auction Administrative Agent shall be made through the Administrative Agent.
Change of Agents. No Agent may resign or be removed except as specified in the Debt Documents and only if a replacement Agent agrees with all the other Parties to become party to and be bound by this Deed as a Collateral Agent, Administrative Agent or Notes Trustee (as the case may be) pursuant to Clause 22.4 (Secured Party/Agent Accession Undertaking).