Changes in Agents. 25.1 Each of the Issuers and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective.
25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall no...
Changes in Agents. (1) The Registrar may (subject to sub-clause (3) below) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case at any time the Registrar resigns, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of th...
Changes in Agents. 16.01 Any Agent or Calculation Agent may resign its appointment as the agent of the Issuer or the Guarantor LP (and, for the purposes only of sub-clause 2.06 above, the Bond Trustee) hereunder and/or in relation to any Series of Covered Bonds upon the expiration of not less than thirty days’ notice to that effect by such Agent or Calculation Agent to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and Paying Agent) provided however, that:
(a) in relation to any such notice which would otherwise expire within thirty days before or after the maturity date of such Series or any interest or other payment date in relation to any such Series, such notice shall be deemed, in relation to such Series only, to expire on the thirtieth day following such maturity date or, as the case may be, such interest or other payment date; and
(b) in respect of any Series of Covered Bonds, in the case of the Issuing and Paying Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent with its specified office in a city in a Member State of the European Union in the circumstances described in Condition 11.01(iv) or, so long as such Covered Bonds are listed on the London Stock Exchange and/or admitted to listing or trading on any other stock exchange or other relevant authority, the Paying Agent or the Transfer Agent with its specified office in London and/or in such other place as may be required by such other stock exchange or other relevant authority, or, in the circumstances described in Condition 9.04, the Paying Agent with its specified office in New York City or, so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, the Exchange Agent in New York City, such resignation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee, as the case may be, as its agent in relation to such Series of Covered Bonds or in accordance with Clause 16.05 and notice of such appointment has been given in accordance with the Conditions.
16.02 The Issuer (in respect of itself only) or the Guarantor LP (in respect of itself only) may revoke its appointment of any Agent or Calculation Agent as its agent hereunder and/or in relation to any Series of Covered Bonds by not less than thirty days’ notice to that effect to such Agent or Calculation Agent provided however, that in respect ...
Changes in Agents. 25.1 Each of the Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority; and
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders in accordance with Condition 13 (Notices).
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the ...
Changes in Agents. 25.1 The Issuers agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent and a Transfer Agent with a specified office in the place (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; and
(b) there will at all times be a Principal Paying Agent and a Registrar. In addition, CBA (on behalf of the Issuers) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7(d) Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect, or of any Paying Agent failing to become or ceasing to be a Participating FFI, when it shall be of immediate effect on appointment of a successor) after not less than 15 days' prior notice shall have been given to the Noteholders in accordance with Condition 16.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) at any time resign by giving at least 30 days' written notice to CBA specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time by CBA on at least 30 days' notice in writing from CBA specifying the date when the removal shall become effective.
25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by CBA of a successor Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be, or of the Principal Paying Agent failing to become or ceasing to be a Participating FFI) on the expiry of the notice to be given under clause 27. CBA agrees with the Principal Paying Agent and the Registrar that if, by the day falling 7 days before the expiry of any notice under subclause 25.2, CBA has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal...
Changes in Agents. Any Agent may resign its appointment hereunder upon the expiration of not less than thirty (30) days’ notice to that effect to the Trust (with a copy to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after the Maturity Date or any interest or other payment date of the Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date.
Changes in Agents. 18.1 Any Agent or the Registrar may resign its appointment as the agent of the Issuer in relation to the Instruments upon the expiration of not less than thirty days' notice to that effect by such Agent or, as the case may be, the Registrar to the Issuer (with a copy, if necessary, to the Fiscal Agent) provided that:
18.1.1 any such notice which would otherwise expire within thirty days before or after the maturity date of any Series of Instruments or any interest payment date in relation to any Series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth day following such date; and
18.1.2 in the case of the Fiscal Agent, the only remaining Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments are listed on any stock exchange, the Agent or the Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, such resignation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Instruments has been appointed by the Issuer or in accordance with Clause 18.6 and notice of such appointment has been given in accordance with Condition 19 (Notices).
18.2 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as its agent in relation to the Instruments by not less than thirty days' notice to that effect to such Agent, Transfer Agent or, as the case may be, such Registrar provided that, in the case of the Fiscal Agent, the only remaining Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments are listed on any stock exchange, the Agent or Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, such revocation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Instruments has been appointed by the Issuer and notice of such appointment has been given in accordance with Condition 19 (Notices).
18.3 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as their agent hereunder and/or in relation to any Series of Instruments if such paying agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. As at the date of this Agreement the Fiscal Agent is a Participating FFI.
18.4 The appointment of any Agent or Registrar as the agent of the ...
Changes in Agents. 21.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent;
(c) if at any time (i) any withholding or deduction of any amount for or on account of any taxes or duties upon the Notes or Coupons is required upon the Notes or Coupons being presented for payment in the United Kingdom; and (ii) such withholding or deduction would not be required were the Notes or Coupons to be presented for payment outside the United Kingdom, there will at such times be a Paying Agent in a jurisdiction within Europe, other than the Tax Jurisdiction; and
(d) an Agent Bank. In addition, the Issuer shall with the prior written approval of the Note Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.4 (Payments – General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 21.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 16 (Notices).
21.2 The Principal Paying Agent may (subject as provided in subclause 21.4) at any time resign (without obligation to give reasons therefor and without any responsibility for costs occasioned thereby) by giving at least 60 days' written notice to the Issuer and the Note Trustee specifying the date on which its resignation shall become effective.
21.3 The Principal Paying Agent may (subject as provided in subclause 21.4) be removed at any time by the Issuer with the prior written approval of the Note Trustee on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.
21.4 Any resignation under subclause 21.2 or removal of the Principal Paying Agent under subclauses 21.3 or 21.5 shall only take effect upon the appointment by the Issuer ...
Changes in Agents. 23.1 The Issuer and the Guarantor may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 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 45 days before any due date for the payment of interest; and
(b) notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of an Agent.
23.2 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.
23.3 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 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 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 13 (Notices). If the Fiscal Agent resigns or is removed pursuant to subclause 23.1 or in accordance with this subclause 23.3, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the Guarantor fail to appoint a successor within such period, the Fiscal Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Fiscal Agent a reputable financial institution of good standing.
23.4 Notwithstanding the provisions of subclauses 23.1, 23.2 and 23.3, so long as any of the Notes is outstanding, the termination of the appointment of an Agent (whether by the Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is:
(a) so long as any Notes are listed on any Stock Exchange, at all times a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules...
Changes in Agents. (a) The Bank agrees that, until no Note is outstanding or until monies for the payment of all amounts with respect to all outstanding Notes have been made available to the Paying Agents (whichever is the later):
(A) so long as any Notes are listed, quoted and/or traded on any Stock Exchange, there will at all times be such paying, issuing, listing and other agents having a specified office in each location required by the rules and regulations of the relevant Stock Exchange; and
(B) with respect to Bearer Notes, (1) there will at all times be a Paying Agent, a London Issuing Agent and a Transfer Agent with a specified office in a city in Europe unless, in respect of any Paying Agent, payments are permitted to be made in the United States and the Bank shall have appointed a Paying Agent in the United States; and (2) in the event that any European Directive on the taxation of savings, or any law implementing or complying with, or introduced in order to conform to, such Directive is introduced, the Bank will use all reasonable efforts to ensure, to the extent practicable, that it will maintain a paying agent in a Member State of the European Union that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to any such Directive or law supplementing or complying with such Directive. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Section 18 hereof.
(b) Subject to Section 27(d), the Bank may terminate the appointment of any Agent at any time and/or appoint one or more further relevant Agents by giving to the relevant Agent at least 45 days’ notice in writing to that effect.
(c) Subject to Section 27(d), all or any of the Paying Agents or the European Transfer Agent may resign their respective appointments hereunder at any time by giving the Bank at least 90 days’ written notice to that effect.
(d) Any termination under Section 27(b) or resignation under Section 27(c) shall only take effect upon the appointment by the Bank as hereinafter provided of a successor Agent and (other than in cases of insolvency of such Agent) on the expiration of the notice to be given under Section 29 hereof. The Bank agrees with each Agent that if, by the day falling 10 days before the expiration of any notice under Secti...
