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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions. 16.03 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: (a) such Agent or Calculation Agent becomes incapable of acting; (b) such Agent or Calculation Agent is adjudged bankrupt or insolvent; (c) such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; (d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed; (e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or (f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; (g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing; (h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or (i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied. 16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 16.05 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LP, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16); (b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP; (c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9; (d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11; (e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and (f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. 16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16. 16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions. 16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 3 contracts
Samples: Agency Agreement (Royal Bank of Canada), Agency Agreement (RBC Covered Bond Guarantor Limited Partnership), Agency Agreement (RBC Covered Bond Guarantor Limited Partnership)
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 2.05 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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions.
16.03 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 2.05 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) such Agent or Calculation Agent becomes incapable of acting;
(b) such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 2.08 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LP, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 2 contracts
Samples: Agency Agreement (RBC Covered Bond Guarantor Limited Partnership), Agency Agreement (RBC Covered Bond Guarantor Limited Partnership)
Changes in Agents. 16.01 14.01 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 Clause (a) 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 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 a Relevant Authority 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 14.02 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 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 listed on any other stock exchange, the Paying Agent or the Transfer Agent with its specified office in London and/or in such other place as may be required by any such other stock exchange or other relevant authority, and/or in the circumstances described in Condition 9.04, the Paying Agent with its specified office authority 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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions.
16.03 The . Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) such Agent or Calculation Agent becomes incapable of acting;
(b) such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by at any time in the event such Agent or Calculation Agent defaults in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of or breaches any of its representationsrepresentations and warranties made, warranties and covenants respectively, under Section 2.09 of this AgreementClause 2.10, or (ii) and such default continues unremedied for a period of thirty (30) days after to the earlier of extent that such Agent is the Issuer or Calculation Agent, as the case may be, becoming aware an affiliate of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, if an Issuer Event of Default (x) occurs and is continuing, or (y) has previously occurred and is continuing, at any time that the Guarantor LP or the Bond Trustee requiring the same to be remediedis Independently Controlled and Governed.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LP, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Agency Agreement
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 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 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 15.06 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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions. Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent (i) at any time in the event such Agent defaults in the performance or observance of any of its covenants or breaches any of its representations and warranties made, respectively, under Section 2.10, or (ii) to the extent that such Agent is the Issuer or an affiliate of the Issuer, if an Issuer Event of Default (x) occurs and is continuing, or (y) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed.
16.03 If it is stipulated in this Agreement that any resignation or removal of any of the Agents shall not take effect before the appointment by the Issuer of a successor Agent, then the Issuer agrees with the Agents that if, by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Agent a reputable financial institution of good standing which Successor Agent shall be subject to the approval of the Issuer, such approval not to be unreasonably delayed or withheld. Unless a successor Agent shall have been so appointed and have accepted appointment within sixty days after the giving of such notice of resignation, the resigning Agent may petition any court of competent jurisdiction for the appointment of a successor Agent.
16.04 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause Clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Agent becomes incapable of acting;
(b) ; such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;.
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the 16.05 The Issuer, the Guarantor LP or and the Bond Trustee requiring Trustee, as the same to be remedied.
16.04 The Issuer or the Guarantor LP context requires, may (and shall shall, where necessary necessary, to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents, paying agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 16.06 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LPIssuer, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 16.07 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.0314.02, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LPGuarantor;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer a Responsible Officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer a Responsible Officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-to- date by an officer a Responsible Officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.0313.04; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 16.08 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 16.09 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if 16.10 The Guarantor shall provide notice to CMHC of the Issuer determines, in its sole discretion, that it will be required to withhold termination or deduct any FATCA Withholding in connection resignation of an Agent and of such Agent’s replacement contemporaneously with the next scheduled payment and such FATCA Withholding would not have arisen but for a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without earlier of (i) notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders and (iii) five Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided to holders no later than 10 Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior such Agent, all information relating to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as replacement required by the relevant Terms CMHC Guide and Conditionsa revised and amended copy of this Agreement with such replacement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 16.01 13.1 Any Paying Agent or (which expression shall, for the purposes of this Clause 13 include the Calculation Agent Agent) may resign its appointment as the agent of the relevant Issuer or and the Guarantor LP (and, for the purposes only of sub-clause 2.06 above, the Bond Trustee) hereunder and/or Guarantors in relation to any Series of Covered Bonds the Notes upon the expiration of not less than thirty 45 days’ ' notice or, in the case of the Principal Paying Agent, 90 days' notice to that effect by such Agent or Calculation Paying Agent to the Issuer, the Guarantor LP relevant Issuer and the Bond Trustee Guarantors (with a copycopy to the Trustee and, if necessary, to the Issuing and Principal Paying Agent) provided however, that:
(a) in relation to 13.1.1 any such notice which would otherwise expire within thirty days a ten day period before or after the maturity date of such any Series of Notes or any interest or other payment date in relation to any such Series, such notice Series of Notes shall be deemed, in relation to such Series only, to expire on the thirtieth Business Day (as defined in the terms and conditions applicable to the Notes of the relevant Series) immediately following the tenth 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, 13.1.2 in the case of (1) the Issuing and Principal 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(2) or, (so long as such Covered Bonds any Notes are listed on the London Stock Exchange and/or admitted to listing or trading on any other stock exchange or other relevant authority, which requires the appointment of a 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, any particular place) 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 Cityplace required by such stock exchange, such resignation shall not be effective until a successor thereto has been appointed by the Issuer, relevant Issuer and the Guarantor LP or Guarantors and approved by the Bond Trustee, as the case may be, as its agent Trustee in relation to such Series of Covered Bonds the Notes or in accordance with Clause 16.05 13.5 and notice of such appointment has been given in accordance with the Conditionsterms and conditions.
16.02 13.2 The relevant Issuer and the Guarantors (in respect of itself only) or the Guarantor LP (in respect of itself onlyacting jointly) may revoke its the appointment of any Agent or Calculation Paying Agent as its agent hereunder and/or in relation to any Series of Covered Bonds the Notes by giving not less than thirty 45 days’ ' notice to that effect to such Agent or Calculation Agent provided however, that in respect of any Series of Covered Bonds(and, in the case of the Issuing and Principal Paying Agent, 90 days' notice) to that effect to such Paying Agent (with a copy to the Registrar or the Calculation AgentTrustee and, if necessary, the only remaining Principal Paying Agent) Provided that, in the case of (1) the Principal 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(ivor (2) or, (so long as such Covered Bonds any Notes are listed on any stock exchange which requires the London Stock Exchange and/or listed on any other stock exchange, the appointment of a 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, and/or in the circumstances described in Condition 9.04, any particular place) 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 Cityplace required by such stock exchange, such revocation shall not be effective until a successor thereto has been appointed by the Issuer, relevant Issuer and each of the Guarantor LP or Guarantors and approved by the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, the Notes and notice of such appointment has been given in accordance with the Conditionsterms and conditions.
16.03 13.3 The appointment of any Agent or Calculation Paying Agent as the agent of the Issuer Issuers and each of the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 above) hereunder and Guarantors in relation to each relevant Series of Covered Bonds the Notes shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Paying Agent becomes incapable of acting;
(b) ; such Agent or Calculation Paying Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Paying Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Paying Agent; a receiver, administrator or other similar official of such Agent or Calculation Paying Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Agent or Calculation Paying Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Agent or Calculation Paying Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;.
(g) such Agent or Calculation Agent, as the case may be, is an FFI 13.4 The relevant Issuer and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any each of the foregoing;
(h) where such Agent or Calculation Agent is Guarantors may, with the Issuer or an Affiliate approval of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) Condition 16), appoint substitute or additional agents, registrars, exchange agents or transfer agents Paying Agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents Paying Agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to 13.5 If any Series of Covered Bonds, any Agent or Calculation Paying Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph 13.1 (band sub-clause 13.1.2 applies) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Paying Agent as the agent of the relevant Issuer and each of the Guarantor LP Guarantors in relation to such Covered Bonds the Notes has not been appointed by the relevant Issuer or and each of the Guarantor LPGuarantors, such Agent or Calculation Paying Agent may itself, following such consultation with the Issuer, relevant Issuer and each of the Guarantor LP and the Bond Trustee Guarantors as may be practicable in the circumstancescircumstances and with the approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the ConditionsCondition 16 (Trustee and Agents) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditionsterms and conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 13.6 Upon any resignation or revocation becoming effective under this Section 16Clause 13, the relevant Agent or Calculation Paying Agent shall:
(a) 13.6.1 be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to and bound by (as appropriate) the provisions of Clause 9.11Clauses 8.10, Clause 11.149.5, Clause 13.0410.3, Clause 14.03, Section 15 12.4 and this Section 16Clause 13);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) 13.6.2 in the case of the Issuing and Principal Paying Agent, deliver to the Issuer, relevant Issuer and the Guarantor LP, the Bond Trustee Guarantors to which such records relate and to the its successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Principal Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.038; and
(f) 13.6.3 forthwith (upon payment to it of any amount due to it in accordance with Section 14 Clause 10 or Clause 15.0412.4) transfer all moneys and papers (including any unissued Temporary Global Covered BondsNotes, Permanent Global Covered BondsNotes, Definitive Covered BondsNotes, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) or Coupons held by it hereunder hereunder) to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 13.7 Any corporation into which any Agent or Calculation Paying Agent may be merged or converted, any corporation with which any Agent or Calculation Paying Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Paying Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become be the successor to such Agent or Calculation Paying Agent as agent of the relevant Issuer and the Guarantor LP hereunder and Guarantors in relation to the Covered Bonds Notes without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successorAgreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the relevant Issuer and the Guarantor LP Guarantors and the other parties hereto and in accordance with Condition 16hereto.
16.08 13.8 If any Agent or Calculation Paying Agent decides to change its specified office (which may only be effected within the same metropolitan areacity) it shall give notice to the Issuer, the Guarantor LP relevant Issuer and the Bond Trustee Guarantors (with a copycopy to the Trustee and, if necessary, necessary to the Issuing and 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 thirty 45 days after the date of such noticenotice provided that any such notice which would otherwise expire within a 45 day-period before or after the maturity date of any Series of Notes or any interest or other payment date in relation to any Series of Notes shall be deemed, in relation to such Series only, to expire on the Business Day (as defined in the terms and conditions applicable to the Notes of the relevant Series) immediately following the tenth day following such maturity date or, as the case may be, such interest or other payment date. The Principal Paying Agent (on behalf of the relevant Agent or Calculation Agent Issuer) shall at its own expense promptly and in any event not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Paying Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 Clause 13 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditionsterms and conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Paying Agency Agreement
Changes in Agents. 16.01 14.01 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 Clause 2.05 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 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 any 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(iv11.01(iii) 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 any 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 Relevant Authority 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, the resignation of any such resignation agent 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 13.06 and notice of such appointment has been given in accordance with the Conditions.
16.02 14.02 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 of any Series of Covered Bonds, in the case of the Issuing and Paying Agent, the Registrar or the Calculation Agent, the only remaining any 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(iv11.01(iii) or, so long as such Covered Bonds are listed on the London Stock Exchange and/or listed on any other stock exchange, the any 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, and/or in the circumstances described in Condition 9.04, the Paying Agent with its specified office in New York City authority or, so long as any of the Registered Global Covered Bonds payable Global
14.03 If it is stipulated in this Agreement that any resignation or removal of any of HSBC Bank plc in any of its respective capacities shall not take effect before the appointment by the Issuer of a Specified Currency other than U.S. dollars are held through DTC or its nomineesuccessor agent, then the Issuer agrees with HSBC Bank plc that if, by the day falling 10 days before the expiry of any notice, the Exchange Agent in New York City, such revocation shall Issuer has not be effective until appointed a successor thereto has been appointed by agent then HSBC Bank plc shall be entitled, on behalf of the Issuer, to appoint in its place as a successor agent a reputable financial institution of good standing, which successor agent shall be subject to the Guarantor LP or approval of the Bond Trustee as its agent in relation Issuer (such approval not to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditionsbe unreasonably withheld).
16.03 14.04 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 Clause 2.05 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Agent becomes incapable of acting;
(b) ; such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 14.05 The Issuer (in respect of itself only) or the Guarantor LP (in respect of itself only) or the Issuer and the Guarantor jointly may (and shall shall, where necessary necessary, to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents, paying agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 14.06 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.0114.01, the provisions of paragraph (b) of Clause 16.01 14.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LP, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.such
16.06 14.07 Upon any resignation or revocation becoming effective under this Section 1614, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.0312.03, Section 15 13 and this Section 1614);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Issuing Xxxxxxx and Paying Agent a copy, certified as true and up-to-date by an officer copy of the Issuing records maintained by it in accordance with Section 7;
(c) in the case of a Registrar, deliver to the Issuer, the Guarantor, the Bond Trustee and Paying Agent, to the successor Registrar a copy of each of the Registers and other records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent copy of the records maintained by it in accordance with Clause 13.0311.03; and
(fe) forthwith (upon payment to it of any amount due to it in accordance with Section 14 12 or Clause 15.0413.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 14.08 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable lawApplicable Law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 1614.
16.08 14.09 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 14 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if 14.10 The Guarantor (or an agent on its behalf) shall provide notice to CMHC of the Issuer determines, in its sole discretion, that it will be required to withhold termination or deduct any FATCA Withholding in connection resignation of an Agent and of such Agent’s replacement contemporaneously with the next scheduled payment and such FATCA Withholding would not have arisen but for a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without earlier of (i) notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided or resignation and replacement to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.Rating Agency,
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 16.01 16.1 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 Obligations upon the expiration of not less than thirty days’ ' written notice to that effect by such Agent or Calculation Agent to the Issuer, the Guarantor LP Issuer and the Bond Trustee (with a copy, if necessary, to the Issuing and Principal Paying Agent) provided however, that:
(a) 16.1.1 in relation to any Series of Obligations 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 Series 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) 16.1.2 in respect of any Series of Covered BondsNotes, in the case of the Issuing and Principal Paying Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent with its specified office in a European 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 Notes are listed on the London Stock Exchange and/or admitted to any listing or trading on any other authority, stock exchange or other relevant authorityand/or quotation system, the Paying Agent or the Transfer Agent Registrar with its specified office in London and/or in such other place as may be required by such other listing authority, stock exchange or other relevant authority, orand/or quotation system), in the circumstances described in Condition 9.04, 8(c) 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, Issuer as the case may be, as its agent of the Issuer in relation to such Series of Covered Bonds Notes or in accordance with Clause 16.05 16.5 and notice of such appointment has been given in accordance with the Conditions.
16.02 16.2 The Issuer (in respect may with the consent of itself only) or the Guarantor LP (in respect of itself only) may Trustee and the Arranger revoke its appointment of any Agent Paying Agent, the Loan Agent, the Registrar or Calculation Agent as its agent hereunder and/or in relation to any Series of Covered Bonds Obligations by not less than thirty days’ ' notice to that effect to such Paying Agent or, as the case may be, such Loan Agent, Registrar or Calculation Agent provided provided, however, that in respect of any Series of Covered BondsObligations, in the case of the Issuing and Principal Paying Agent, the Loan Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent with its specified office in a continental European 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 the Notes of any Series are listed on the London Stock Exchange and/or listed on any other stock exchange, the Paying Agent or the Transfer Agent Registrar 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, and/or and in the circumstances described in event Condition 9.048(c) applies, 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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, Issuer as the Guarantor LP or agent of the Bond Trustee as its agent Issuer in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, Obligations and notice of such appointment has been given in accordance with the Conditions.
16.03 16.3 The appointment of any Agent or Calculation Agent in relation to each Series of Obligations as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) 16.3.1 such Agent or Calculation Agent becomes incapable of actingacting in accordance with its duties hereunder;
(b) 16.3.2 such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) 16.3.3 such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) 16.3.4 a resolution is passed or an order is made for the winding-winding up or dissolution of such Agent or Calculation Agent; ;
16.3.5 a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) 16.3.6 an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) 16.3.7 any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;.
(g) such Agent or Calculation Agent16.4 The Issuer may, as with the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any prior written approval of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the IssuerTrustee, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, Obligations and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Any successor principal paying agent must satisfy the Required Principal Paying Agent Rating.
16.05 16.5 If, in relation to any Series of Covered BondsObligations, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.0116.1, the provisions of paragraph (b) of Clause 16.01 16.1.2 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds Obligations has not been appointed by the Issuer or the Guarantor LPIssuer, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee Issuer as may be practicable in the circumstancescircumstances and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the ConditionsConditions and in the case of the Principal Paying Agent, satisfy the Required Principal Paying Agent Rating) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 16.6 Upon any resignation or revocation in relation to each relevant Series of Obligations becoming effective under this Section Clause 16, the relevant Agent or Calculation Agent shall:
(a) 16.6.1 be released and discharged from its obligations under this Agreement with respect to such Series (save that it shall remain entitled to the benefit of and subject to and bound by (as appropriate) the provisions of Clause 9.10, Clause 9.11, Clause 11.1411.12, Clause 13.0412.5, Clause 14.0314.3, Section Clause 15 and this Section Clause 16);
(b) 16.6.2 repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 14.1 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LPIssuer;
(c) 16.6.3 in the case of the Issuing and Principal Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee Issuer and to the successor Issuing and Principal Paying Agent a copy, certified as true and up-to-up to date by an officer or authorised signatory of the Issuing and Principal Paying Agent, of the records maintained by it in accordance with Section 9Clause 9 with respect to such Series;
(d) 16.6.4 in the case of a the Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee Issuer and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11Clause 11 with respect to such Series;
(e) 16.6.5 in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee Issuer and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.0312.4 with respect to such Series; and
(f) 16.6.6 forthwith (upon payment to it of any amount due to it in accordance with Section Clause 14 or Clause 15.0415.4) transfer all moneys and papers (including any unissued Temporary Global Covered BondsNotes, Permanent Global Covered BondsNotes, Definitive Covered BondsNotes, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered BondsNotes) held by it hereunder with respect to such Series to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 16.7 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan areacity) it shall give notice to the Issuer, the Guarantor LP Issuer and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant .
16.8 In the event that the Principal Paying Agent or Calculation no longer satisfies the Required Principal Paying Agent Rating, the Principal Paying Agent shall at its own expense not less than fourteen days prior to notify the Trustee and the Issuer forthwith and the Principal Paying Agent's appointment hereunder shall be terminated with effect from the date on which such change is falling 30 days thereafter (subject to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditionsa successor).
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Changes in Agents. 16.01 15.01 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 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 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 14.06 and notice of such appointment has been given in accordance with the Conditions.
16.02 15.02 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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions. Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent (i) at any time in the event such Agent defaults in the performance or observance of any of its covenants or breaches any of its representations and warranties made, respectively, under Section 2.10, or (ii) to the extent that such Agent is the Issuer or an affiliate of the Issuer, if an Issuer Event of Default (x) occurs and is continuing, or (y) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed.
16.03 15.03 If it is stipulated in this Agreement that any resignation or removal of any of the Agents shall not take effect before the appointment by the Issuer of a successor Agent, then the Issuer agrees with the Agents that if, by the day falling 10 days before the expiry of any notice, the
15.04 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause Clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Agent becomes incapable of acting;
(b) ; such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 15.05 The Issuer or the Guarantor LP may (and shall shall, where necessary necessary, to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents, paying agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 15.06 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.0115.01, the provisions of paragraph (b) of Clause 16.01 15.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LPIssuer, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 15.07 Upon any resignation or revocation becoming effective under this Section 1615, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.0313.03, Section 15 14 and this Section 1615);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 13.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LPGuarantor;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 98;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 1110;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-to- date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.0312.04; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 13 or Clause 15.0414.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 15.08 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 15.09 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 15 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if 15.10 The Guarantor shall provide notice to CMHC of the Issuer determines, in its sole discretion, that it will be required to withhold termination or deduct any FATCA Withholding in connection resignation of an Agent and of such Agent’s replacement contemporaneously with the next scheduled payment and such FATCA Withholding would not have arisen but for a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without earlier of (i) notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Investors and (iii) five Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided to holders no later than 10 Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior such Agent, all information relating to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as replacement required by the relevant Terms CMHC Guide and Conditionsa revised and amended copy of this Agreement with such replacement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 16.01
14.01 Any Agent or Calculation Agent may resign its appointment as the agent of the Issuer or the Guarantor LP without being responsible for any costs or giving a reason (and, for the purposes only of sub-clause 2.06 Clause 2.05 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:that:
(a) in relation to any such notice which would otherwise expire within thirty days before or after the maturity date 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 any 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(iv11.01(iii) or, so long as such Covered Bonds are listed on the London Stock Exchange Official List and admitted to trading on Euronext Dublin and/or admitted to listing or trading on any other stock exchange or other relevant authority, the any Paying Agent or the Transfer Agent with its specified office in London and/or in such other place as may be required by the rules of Euronext Dublin or 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 13.06 and notice of such appointment has been given in accordance with the Conditions.
16.02 14.02 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 of any Series of Covered Bonds, in the case of the Issuing and Paying Agent, the Registrar or the Calculation Agent, the only remaining any 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(iv11.01(iii) or, so long as such Covered Bonds are listed on the London Stock Exchange Official List and admitted to trading on Euronext Dublin and/or listed on any other stock exchange, the any Paying Agent or the Transfer Agent with its specified office in London and/or in such other place as may be required by the rules of Euronext Dublin or such other stock exchange or other relevant authority, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions. Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent (i) at any time in the event such Agent defaults in the performance or observance of its covenants or breaches its representations and warranties made, respectively, under Section 2.09, or (ii) to the extent that such Agent is the Issuer or an affiliate of the Issuer, if an Issuer Event of Default (x) occurs and is continuing, or (y) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed.
16.03 14.03 If it is stipulated in this Agreement that any resignation or removal of any of the Agents shall not take effect before the appointment by the Issuer of a successor Agent, then the Issuer agrees with the Agents that if, by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Agent a reputable financial institution of good standing which successor Agent shall be subject to the approval of the Issuer.
14.04 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 Clause 2.05 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Agent becomes incapable of acting;
(b) ; such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 14.05 The Issuer or the Guarantor LP may (and shall shall, where necessary necessary, to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents, paying agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 14.06 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.0114.01, the provisions of paragraph (b) of Clause 16.01 14.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LPIssuer, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 14.07 Upon any resignation or revocation becoming effective under this Section 1614, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.0312.03, Section 15 13 and this Section 1614);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 12.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LPGuarantor;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Issuing Xxxxxxx and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 97;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 119;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-up- to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.0311.04; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 12 or Clause 15.0413.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons Bonds or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 14.08 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 1614.
16.08 14.09 If any Agent or Calculation Agent decides to change its specified office (which may only must be effected within in accordance with the same metropolitan area) applicable requirements of Condition 11.01), it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 14 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.Conditions.
16.09 Notwithstanding any other provision in this Agreement, if 14.10 The Guarantor shall provide notice to CMHC of the Issuer determines, in its sole discretion, that it will be required to withhold termination or deduct any FATCA Withholding in connection resignation an Agent and of such Agent’s replacement contemporaneously with the next scheduled payment and such FATCA Withholding would not have arisen but for a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without earlier of (i) notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders, and (iii) five Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided to holders no later than 10 Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior such Agent, all information relating to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as replacement required by the relevant Terms CMHC Guide and Conditionsa revised and amended copy of this Agreement with such replacement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 16.01 15.1 Any Fiscal Agent, Paying Agent, Registrar, Transfer 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 Notes upon the expiration of not less than thirty days’ notice to that effect by such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent to the Issuer, the Guarantor LP and the Bond Trustee Issuer (with a copy, if necessary, to the Issuing and Paying Fiscal Agent) provided Provided, however, that:
(a) in relation to any Series of Notes 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 Series 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 BondsNotes, in the case of the Issuing and Paying Fiscal 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 authoritycase may be, the Paying Agent or the only remaining Transfer Agent with its specified office in London a continental European city or, so long as such Notes are listed on the Luxembourg Stock Exchange and/or any other stock exchange, the Paying Agent, the Transfer Agent or the Registrar with its specified office in Luxembourg and/or in such other place as may be required by such other stock exchange or other relevant authority, orexchange, in the circumstances described in Condition 9.049A.4, 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, Issuer as the case may be, as its agent of the Issuer in relation to such Series of Covered Bonds Notes or in accordance with Clause 16.05 15.5 and notice of such appointment has been given in accordance with the Terms and Conditions.
16.02 15.2 The Issuer (in respect of itself only) or the Guarantor LP (in respect of itself only) may revoke its appointment of any Paying Agent, the Registrar, any Transfer Agent or Calculation Agent as its agent hereunder and/or in relation to any Series of Covered Bonds Notes by not less than thirty days’ notice to that effect to such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent provided Agent, provided, however, that in respect of any Series of Covered BondsNotes, in the case of the Issuing and Paying Fiscal Agent, the Registrar Registrar, any Transfer Agent or the Calculation Agent, the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent with its specified office in a continental European 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 Notes are listed on the London Luxembourg Stock Exchange and/or listed on any other stock exchange, the Paying Agent Agent, Registrar or the Transfer Agent with its specified office in London Luxembourg and/or in such other place as may be required by such other stock exchange or other relevant authorityexchange, and/or in the circumstances described in Condition 9.049A.4, 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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, Issuer as the Guarantor LP or agent of the Bond Trustee as its agent Issuer in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, Notes and notice of such appointment has been given in accordance with the Terms and Conditions.
16.03 15.3 The appointment of any Paying Agent, the Registrar, Transfer Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds Notes shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent becomes incapable of acting;
(b) ; such Paying Agent or, as the case may be, Registrar or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent; a receiver, administrator or other similar official of such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 15.4 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Terms and Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 15.5 If, in relation to any Series of Covered BondsNotes, any Paying Agent, Registrar, any Transfer Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.0115.1, the provisions of paragraph (bsub-clause 15.1(b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds Notes has not been appointed by the Issuer or the Guarantor LPIssuer, such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Terms and Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Terms and Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 15.6 Upon any resignation or revocation becoming effective under this Section 1615, the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.119.5, Clause 11.1411.5, Clause 13.0412.3, Clause 14.0313.3, Section 15 Xxxxxx 14 and this Section 16Clause 15);
(b) in the case of resignation by the relevant agent but not otherwise, repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 13.1 as may be agreed between the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent and the Issuer or the Guarantor LPIssuer;
(c) in the case of the Issuing and Paying Fiscal Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee Issuer and to the successor Issuing and Paying Fiscal Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Fiscal Agent, of the records maintained by it in accordance with Section Clause 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee Issuer and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section Clause 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee Issuer and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.0312.2; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 Clause 12.3(a) or Clause 15.0414.4) transfer all moneys and papers (including any unissued Temporary Global Covered BondsNotes, Permanent Global Covered BondsNotes, Definitive Covered BondsNotes, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered BondsNotes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 15.7 Any corporation into which any Paying Agent, the Registrar, any Transfer Agent or Calculation Agent may be merged or converted, any corporation with which any Paying Agent, the Registrar, any Transfer Agent or Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, the Registrar, any Transfer Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become be the successor to such Paying Agent, Transfer Agent or, as the case may be, the Registrar or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds Notes without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and, by virtue of a transfer by novation, such successor shall acquire and after become subject to the said effective date the Agent or Calculation Agent shall be relieved of same rights and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in under this agreement to Agreement as such Agent or Calculation Agent shall be deemed to be references to such successoras if the successor had entered into this Agreement on the Issue Date. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 15.8 If any Paying Agent, the Registrar, any Transfer Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan areacity) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee Issuer (with a copy, if necessary, to the Issuing and Paying Fiscal 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 thirty days after the date of such notice. The relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 15 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Fiscal Agency Agreement
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 Clause 2.04 above, the Bond Trustee) hereunder and/or in relation to any Series of the 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 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 Maturity Date or, as the case may be, such interest or other payment date; and
(b) in respect of any Series of the 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 a 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 CityAuthority, 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 the 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 the Covered Bonds by not less than thirty days’ notice to that effect to such Agent or Calculation Agent provided however, that in respect of any Series of the 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 listed on any other stock exchange, the Paying Agent or the Transfer Agent with its specified office in London and/or in such other place as may be required by any such other stock exchange or other relevant authority, and/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 CityAuthority, such revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of the Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions. Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent (i) at any time in the event such Agent defaults in the performance or observance of any of its covenants or breaches any of its representations and warranties made, respectively, under Clause 2.06, or (ii) to the extent that such Agent is the Issuer or an affiliate of the Issuer, if an Issuer Event of Default (x) occurs and is continuing, or (y) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed.
16.03 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 Clause 2.04 above) hereunder and in relation to each relevant Series of the Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Agent becomes incapable of acting;
(b) ; such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.benefit
16.04 The Issuer or the Guarantor LP may (and shall shall, where necessary necessary, to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents, paying agents or transfer agents in relation to the Covered Bonds or any particular Series of the Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to any Series of the Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph Subsection (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LPIssuer, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.0312.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer copy of the Issuing records maintained by it in accordance with Section 7;
(c) in the case of a Registrar, deliver to the Issuer, the Guarantor, the Bond Trustee and Paying Agent, to the successor Registrar a copy of each of the Registers and other records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent copy of the records maintained by it in accordance with order to fulfil its duties pursuant to Clause 13.0311.03; and
(fe) forthwith (upon payment to it of any amount due to it in accordance with Section 14 12 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable lawApplicable Law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 1614.
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if The Guarantor (or an agent on its behalf) shall provide notice to CMHC of the Issuer determines, in its sole discretion, that it will be required to withhold termination or deduct any FATCA Withholding in connection resignation of an Agent and of such Agent’s replacement contemporaneously with the next scheduled payment and such FATCA Withholding would not have arisen but for a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without earlier of (i) notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided or resignation and replacement to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.Rating Agency,
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 16.01 15.01 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 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 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 14.06 and notice of such appointment has been given in accordance with the Conditions.
16.02 15.02 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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions. Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent (i) at any time in the event such Agent defaults in the performance or observance of its covenants or breaches its representations and warranties made, respectively, under Section 2.10, or (ii) to the extent that such Agent is the Issuer or an affiliate of the Issuer, if an Issuer Event of Default (x) occurs and is continuing, or (y) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed.
16.03 15.03 If it is stipulated in this Agreement that any resignation or removal of any of the Agents shall not take effect before the appointment by the Issuer of a successor Agent, then the Issuer agrees with the Agents that if, by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Agent a reputable financial institution of good standing which Successor Agent shall be subject to the approval of the Issuer.
15.04 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause Clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Agent becomes incapable of acting;
(b) ; such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 15.05 The Issuer or the Guarantor LP may (and shall shall, where necessary necessary, to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents, paying agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.in
16.05 15.06 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.0115.01, the provisions of paragraph (b) of Clause 16.01 15.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LPIssuer, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 15.07 Upon any resignation or revocation becoming effective under this Section 1615, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.0313.03, Section 15 14 and this Section 1615);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 13.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LPGuarantor;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 98;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 1110;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-up- to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.0312.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 13 or Clause 15.0414.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 15.08 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 15.09 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 15 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if 15.10 The Guarantor shall provide notice to CMHC of the Issuer determines, in its sole discretion, that it will be required to withhold termination or deduct any FATCA Withholding in connection resignation of an Agent and of such Agent’s replacement contemporaneously with the next scheduled payment and such FATCA Withholding would not have arisen but for a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without earlier of (i) notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to holders of the Covered Bonds and the Issuer will use its best efforts or otherwise made available to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.Investors and
Appears in 1 contract
Samples: Agency Agreement
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 2.05 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 ce 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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions.relation
16.03 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 2.05 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) such Agent or Calculation Agent becomes incapable of acting;
(b) such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 2.08 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LP, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.same
16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-to- date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable lawApplicable Law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.Bonds
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Agency Agreement
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 2.05 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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions.
16.03 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 2.05 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) such Agent or Calculation Agent becomes incapable of acting;
(b) such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 2.08 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LP, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.is
16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-to- date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.its
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Agency Agreement
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 2.05 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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions.than
16.03 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 2.05 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) such Agent or Calculation Agent becomes incapable of acting;
(b) such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 2.08 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LP, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.successor
16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.or
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Agency Agreement
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 2.05 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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions.than
16.03 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 2.05 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) such Agent or Calculation Agent becomes incapable of acting;
(b) such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 2.08 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LP, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.in
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 16.01 15.1 Any Fiscal Agent, Paying Agent, Registrar, Transfer 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 Notes upon the expiration of not less than thirty days’ notice to that effect by such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent to the Issuer, the Guarantor LP and the Bond Trustee Issuer (with a copy, if necessary, to the Issuing and Paying Fiscal Agent) provided Provided, however, that:
(a) in relation to any Series of Notes 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 Series 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 BondsNotes, in the case of the Issuing and Paying Fiscal 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 authoritycase may be, the Paying Agent or the only remaining Transfer Agent with its specified office in London a continental European city or, so long as such Notes are listed on the Luxembourg Stock Exchange and/or any other stock exchange, the Paying Agent, the Transfer Agent or the Registrar with its specified office in Luxembourg and/or in such other place as may be required by such other stock exchange or other relevant authority, orexchange, in the circumstances described in Condition 9.049A.4, 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, Issuer as the case may be, as its agent of the Issuer in relation to such Series of Covered Bonds Notes or in accordance with Clause 16.05 15.5 and notice of such appointment has been given in accordance with the Terms and Conditions.
16.02 15.2 The Issuer (in respect of itself only) or the Guarantor LP (in respect of itself only) may revoke its appointment of any Paying Agent, the Registrar, any Transfer Agent or Calculation Agent as its agent hereunder and/or in relation to any Series of Covered Bonds Notes by not less than thirty days’ notice to that effect to such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent provided Agent, provided, however, that in respect of any Series of Covered BondsNotes, in the case of the Issuing and Paying Fiscal Agent, the Registrar Registrar, any Transfer Agent or the Calculation Agent, the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent with its specified office in a continental European 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 Notes are listed on the London Luxembourg Stock Exchange and/or listed on any other stock exchange, the Paying Agent Agent, Registrar or the Transfer Agent with its specified office in London Luxembourg and/or in such other place as may be required by such other stock exchange or other relevant authorityexchange, and/or in the circumstances described in Condition 9.049A.4, 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 revocation shall not be effective until a successor thereto xxxxxxx has been appointed by the Issuer, Issuer as the Guarantor LP or agent of the Bond Trustee as its agent Issuer in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, Notes and notice of such appointment has been given in accordance with the Terms and Conditions.
16.03 15.3 The appointment of any Paying Agent, the Registrar, Transfer Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds Notes shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent becomes incapable of acting;
(b) ; such Paying Agent or, as the case may be, Registrar or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent; a receiver, administrator or other similar official of such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 15.4 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Terms and Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 15.5 If, in relation to any Series of Covered BondsNotes, any Paying Agent, Registrar, any Transfer Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.0115.1, the provisions of paragraph (bsub-clause 15.1(b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds Notes has not been appointed by the Issuer or the Guarantor LPIssuer, such Paying Agent, Transfer Agent or, as the case may be, Registrar or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Terms and Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Terms and Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 15.6 Upon any resignation or revocation becoming effective under this Section 1615, the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.119.5, Clause 11.1411.5, Clause 13.0412.3, Clause 14.0313.3, Section 15 Xxxxxx 14 and this Section 16Clause 15);
(b) in the case of resignation by the relevant agent but not otherwise, repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 13.1 as may be agreed between the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent and the Issuer or the Guarantor LPIssuer;
(c) in the case of the Issuing and Paying Fiscal Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee Issuer and to the successor Issuing and Paying Fiscal Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Fiscal Agent, of the records maintained by it in accordance with Section Clause 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee Issuer and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section Clause 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee Issuer and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.0312.2; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 Clause 12.3(a) or Clause 15.0414.4) transfer all moneys and papers (including any unissued Temporary Global Covered BondsNotes, Permanent Global Covered BondsNotes, Definitive Covered BondsNotes, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered BondsNotes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 15.7 Any corporation into which any Paying Agent, the Registrar, any Transfer Agent or Calculation Agent may be merged or converted, any corporation with which any Paying Agent, the Registrar, any Transfer Agent or Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, the Registrar, any Transfer Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become be the successor to such Paying Agent, Transfer Agent or, as the case may be, the Registrar or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds Notes without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and, by virtue of a transfer by novation, such successor shall acquire and after become subject to the said effective date the Agent or Calculation Agent shall be relieved of same rights and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in under this agreement to Agreement as such Agent or Calculation Agent shall be deemed to be references to such successoras if the successor had entered into this Agreement on the Issue Date. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 15.8 If any Paying Agent, the Registrar, any Transfer Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan areacity) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee Issuer (with a copy, if necessary, to the Issuing and Paying Fiscal 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 thirty days after the date of such notice. The relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 15 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Fiscal Agency Agreement
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 (i) by not less than thirty days’ notice to that effect or (ii) where the Agent or the Registrar, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, on notice in writing to that effect, to such Agent or Calculation Agent provided however, that 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions.
16.03 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) such Agent or Calculation Agent becomes incapable of acting;
(b) such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LP, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Agency Agreement (RBC Covered Bond Guarantor Limited Partnership)
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 2.05 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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions.
16.03 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 2.05 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) such Agent or Calculation Agent becomes incapable of acting;
(b) such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 2.08 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LP, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.same
16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-to- date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable lawApplicable Law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.Bonds
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Agency Agreement
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 (i) by not less than thirty days’ notice to that effect or (ii) where the Agent or the Registrar, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, on notice in writing to that effect, to such Agent or Calculation Agent provided however, that 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions.
16.03 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Agent becomes incapable of acting;
(b) ; such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) ; such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LPIssuer, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 Upon any resignation or revocation becoming effective under this Section 1615, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 14 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Agency Agreement (RBC Covered Bond Guarantor Limited Partnership)
Changes in Agents. 16.01
13.1 Any Paying Agent or (which expression shall, for the purposes of this Clause 13 include the Calculation Agent Agent) may resign its appointment as the agent of the Issuer or relevant Issuer and the Guarantor LP (and, for the purposes only of sub-clause 2.06 above, the Bond Trustee) hereunder and/or Guarantors in relation to any Series of Covered Bonds the Notes upon the expiration of not less than thirty 45 days’ ' notice or, in the case of the Principal Paying Agent, 90 days' notice to that effect by such Agent or Calculation Paying Agent to the Issuer, the Guarantor LP relevant Issuer and the Bond Trustee Guarantors (with a copycopy to the Trustee and, if necessary, to the Issuing and Principal Paying Agent) provided however, that:
(a) in relation to 13.1.1 any such notice which would otherwise expire within thirty days a ten day period before or after the maturity date of such any Series of Notes or any interest or other payment date in relation to any such Series, such notice Series of Notes shall be deemed, in relation to such Series only, to expire on the thirtieth Business Day (as defined in the terms and conditions applicable to the Notes of the relevant Series) immediately following the tenth 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, 13.1.2 in the case of (1) the Issuing and Principal 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(2) or, (so long as such Covered Bonds any Notes are listed on the London Stock Exchange and/or admitted to listing or trading on any other stock exchange or other relevant authority, which requires the appointment of a 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, any particular place) 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 Cityplace required by such stock exchange, such resignation shall not be effective until a successor thereto has been appointed by the Issuer, relevant Issuer and the Guarantor LP or Guarantors and approved by the Bond Trustee, as the case may be, as its agent Trustee in relation to such Series of Covered Bonds the Notes or in accordance with Clause 16.05 13.5 and notice of such appointment has been given in accordance with the Conditionsterms and conditions.
16.02 13.2 The relevant Issuer and the Guarantors (in respect of itself only) or the Guarantor LP (in respect of itself onlyacting jointly) may revoke its the appointment of any Agent or Calculation Paying Agent as its agent hereunder and/or in relation to any Series of Covered Bonds the Notes by giving not less than thirty 45 days’ ' notice to that effect to such Agent or Calculation Agent provided however, that in respect of any Series of Covered Bonds(and, in the case of the Issuing and Principal Paying Agent, 90 days' notice) to that effect to such Paying Agent (with a copy to the Registrar or the Calculation AgentTrustee and, if necessary, the only remaining Principal Paying Agent) Provided that, in the case of (1) the Principal 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(ivor (2) or, (so long as such Covered Bonds any Notes are listed on any stock exchange which requires the London Stock Exchange and/or listed on any other stock exchange, the appointment of a 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, and/or in the circumstances described in Condition 9.04, any particular place) 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 Cityplace required by such stock exchange, such revocation shall not be effective until a successor thereto has been appointed by the Issuer, relevant Issuer and each of the Guarantor LP or Guarantors and approved by the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, the Notes and notice of such appointment has been given in accordance with the Conditionsterms and conditions.
16.03 13.3 The appointment of any Agent or Calculation Paying Agent as the agent of the Issuer Issuers and each of the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 above) hereunder and Guarantors in relation to each relevant Series of Covered Bonds the Notes shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Paying Agent becomes incapable of acting;
(b) ; such Agent or Calculation Paying Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Paying Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Paying Agent; a receiver, administrator or other similar official of such Agent or Calculation Paying Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Agent or Calculation Paying Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Agent or Calculation Paying Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;.
(g) such Agent or Calculation Agent, as the case may be, is an FFI 13.4 The relevant Issuer and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any each of the foregoing;
(h) where such Agent or Calculation Agent is Guarantors may, with the Issuer or an Affiliate approval of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Conditions) Condition 16), appoint substitute or additional agents, registrars, exchange agents or transfer agents Paying Agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents Paying Agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 If, in relation to 13.5 If any Series of Covered Bonds, any Agent or Calculation Paying Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph 13.1 (band sub-clause 13.1.2 applies) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Paying Agent as the agent of the relevant Issuer and each of the Guarantor LP Guarantors in relation to such Covered Bonds the Notes has not been appointed by the relevant Issuer or and each of the Guarantor LPGuarantors, such Agent or Calculation Paying Agent may itself, following such consultation with the Issuer, relevant Issuer and each of the Guarantor LP and the Bond Trustee Guarantors as may be practicable in the circumstancescircumstances and with the approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the ConditionsCondition 16 (Trustee and Agents) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditionsterms and conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
13.6 Upon any resignation or revocation becoming effective under this Clause 13, the relevant Paying Agent shall:
13.6.1 be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to and bound by the provisions of Clauses 8.10, 9.5, 10.3, 12.4 and this Clause 13);
13.6.2 in the case of the Principal Paying Agent, deliver to the relevant Issuer and the Guarantors to which such records relate and to its successor a copy, certified as true and up-to-date by an officer of the Principal Paying Agent, of the records maintained by it in accordance with Clause 8; and
13.6.3 forthwith (upon payment to it of any amount due to it in accordance with Clause 10 or Clause 12.4) transfer all moneys and papers (including any unissued Temporary Global Notes, Permanent Global Notes, Definitive Notes, or Coupons held by it hereunder) to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
13.7 Any corporation into which any Paying Agent may be merged or converted, any corporation with which any Paying Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent shall be a party, shall, to the extent permitted by applicable law, be the successor to such Paying Agent as agent of the relevant Issuer and the Guarantors in relation to the Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the relevant Issuer and the Guarantor LP Guarantors and the other parties hereto and in accordance with Condition 16hereto.
16.08 13.8 If any Agent or Calculation Paying Agent decides to change its specified office (which may only be effected within the same metropolitan areacity) it shall give notice to the Issuer, the Guarantor LP relevant Issuer and the Bond Trustee Guarantors (with a copycopy to the Trustee and, if necessary, necessary to the Issuing and 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 thirty 45 days after the date of such noticenotice provided that any such notice which would otherwise expire within a 45 day-period before or after the maturity date of any Series of Notes or any interest or other payment date in relation to any Series of Notes shall be deemed, in relation to such Series only, to expire on the Business Day (as defined in the terms and conditions applicable to the Notes of the relevant Series) immediately following the tenth day following such maturity date or, as the case may be, such interest or other payment date. The Principal Paying Agent (on behalf of the relevant Agent or Calculation Agent Issuer) shall at its own expense promptly and in any event not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Paying Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 Clause 13 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with the next scheduled payment terms and such FATCA Withholding would not have arisen but for a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.conditions.
Appears in 1 contract
Samples: Paying Agency Agreement
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 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 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 15.06 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 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 listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions. Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent (i) at any time in the event such Agent defaults in the performance or observance of any of its covenants or breaches any of its representations and warranties made, respectively, under Section 2.10, or (ii) to the extent that such Agent is the Issuer or an affiliate of the Issuer, if an Issuer Event of Default (x) occurs and is continuing, or (y) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed.
16.03 If it is stipulated in this Agreement that any resignation or removal of any of the Agents shall not take effect before the appointment by the Issuer of a successor Agent, then the Issuer agrees with the Agents that if, by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Agent a reputable financial institution of good standing which Successor Agent shall be subject to the approval of the Issuer, such approval not to be unreasonably delayed or withheld. Unless a successor Agent shall have been so appointed and have accepted appointment within sixty days after the giving of such notice of resignation, the resigning Agent may petition any court of competent jurisdiction for the appointment of a successor Agent.
16.04 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause Clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Agent becomes incapable of acting;
(b) ; such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
(d) ; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) ; an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) or any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;liquidation.
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the 16.05 The Issuer, the Guarantor LP or and the Bond Trustee requiring Trustee, as the same to be remedied.
16.04 The Issuer or the Guarantor LP context requires, may (and shall shall, where necessary necessary, to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents, paying agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.Agreement.
16.05 16.06 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LPIssuer, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.Agreement.
16.06 16.07 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation Agent shall: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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.0314.02, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LPGuarantor;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Issuing Xxxxxxx and Paying Agent a copy, certified as true and up-to-date by an officer a Responsible Officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer a Responsible Officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-to- date by an officer a Responsible Officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.0313.04; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 16.08 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.16.
16.08 16.09 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.Conditions.
16.09 Notwithstanding any other provision in this Agreement, if 16.10 The Guarantor shall provide notice to CMHC of the Issuer determines, in its sole discretion, that it will be required to withhold termination or deduct any FATCA Withholding in connection resignation of an Agent and of such Agent’s replacement contemporaneously with the next scheduled payment and such FATCA Withholding would not have arisen but for a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without earlier of (i) notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders and (iii) five Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided to holders no later than 10 Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior such Agent, all information relating to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as replacement required by the relevant Terms CMHC Guide and Conditions.a revised and amended copy of this Agreement with such replacement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 16.01 16.1 Any Agent Paying Agent, Registrar or Calculation Agent may resign its appointment as the agent of the Issuer or and 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 Instruments upon the expiration of not less than thirty days’ ' nor more than sixty days' notice to that effect by such Paying Agent or, as the case may be, such Registrar or Calculation Agent to the Issuer, Issuer and the Guarantor LP and the Bond Trustee in writing (with a copy, if necessary, to the Issuing Issue and Paying Agent) provided Provided, however, that:
(a) in relation to any Series of Instruments 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 Series 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 BondsInstruments, in the case of the Issuing Issue and Paying Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent with its specified office in a continental European 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 Instruments are listed admitted to listing on the London Stock Exchange Official List and to trading on the Regulated Market of Euronext Dublin and/or admitted to listing or listing, trading on and/or quotation any other listing authority, stock exchange or other relevant authorityand/or quotation system, the Paying Agent or the Transfer Agent Registrar with its specified office in London and/or in such other place as may be required by such other listing authority, stock exchange or other relevant authority, orand/or quotation system, 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 9A.04 (Payments 16.5 and notice of such appointment has been given in accordance with the Terms and Conditions.
16.02 16.2 The Issuer (in respect of itself only) or and the Guarantor LP (in respect of itself onlyacting together) may revoke its their appointment of any Agent Paying Agent, Registrar or Calculation Agent as its their agent hereunder and/or in relation to any Series of Covered Bonds Instruments by not less than thirty days’ ' written notice to that effect to such Paying Agent or, as the case may be, such Registrar or Calculation Agent provided Agent, provided, however, that in respect of any Series of Covered BondsInstruments, in the case of the Issuing Issue and Paying Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent with its specified office in a continental European 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 Instruments are listed admitted to listing on the London Stock Exchange Official List and to trading on the Regulated Market of Euronext Dublin and/or listed on any other listing authority, stock exchangeexchange and/or quotation system, the Paying Agent or the Transfer Agent Registrar with its specified office in London and/or in such other place as may be required by such other listing authority, stock exchange or other relevant authorityand/or quotation system, and/or in the circumstances described in Condition 9.049A.04 (Payments – Bearer Instruments), 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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, Issuer and the Guarantor LP or as the Bond Trustee as its agent of the Issuer and the Guarantor in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, Instruments and notice of such appointment has been given in accordance with the Terms and Conditions.
16.03 16.3 The appointment of any Agent Paying Agent, Registrar or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 above) hereunder and in relation to each relevant Series of Covered Bonds Instruments shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
: (ai) such Paying Agent or, as the case may be, Registrar or Calculation Agent becomes incapable of acting;
; (bii) such Paying Agent or, as the case may be, Registrar or Calculation Agent is adjudged bankrupt or insolvent;
; (ciii) such Paying Agent or, as the case may be, Registrar or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
; (div) a resolution is passed or an order is made for the winding-winding up or dissolution of such Paying Agent or, as the case may be, Registrar or Calculation Agent; (v) a receiver, administrator or other similar official of such Paying Agent or, as the case may be, Registrar or Calculation Agent or of all or any substantial part of its property is appointed;
; (evi) an order of any court is entered approving any petition filed by or against such Paying Agent or, as the case may be, Registrar or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
or (fvii) any public officer takes charge or control of such Paying Agent or, as the case may be, Registrar or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;.
(g) such Agent or Calculation Agent, as the case may be, is an FFI 16.4 The Issuer and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(iacting together) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 The Issuer or the Guarantor LP may (and shall where necessary to comply with the Terms and Conditions) appoint substitute or additional agents, registrars, exchange agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 16.5 If, in relation to any Series of Covered BondsInstruments, any Agent Paying Agent, Registrar or Calculation Agent gives notice of its resignation in accordance with Clause 16.0116.1, the provisions of paragraph (b) of Clause 16.01 16.1 apply and by the tenth day before the expiration of such notice a successor to such Paying Agent or, as the case may be, Registrar or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds Instruments has not been appointed by the Issuer or and the Guarantor LPGuarantor, such Paying Agent or, as the case may be, Registrar or Calculation Agent may itself, following such consultation with the Issuer, Issuer and the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Terms and Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Terms and Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 16.6 Upon any resignation or revocation becoming effective under this Section Clause 16, the relevant Paying Agent or, as the case may be, Registrar or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
10.11 (b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LP;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LP, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.03; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, 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 a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will be provided to holders of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as required by the relevant Terms and Conditions.
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
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 Clause 2.05 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 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 Irish 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 15.06 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 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 Irish Stock Exchange and/or listed on any other stock exchange, 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, and/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 revocation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee as its agent in relation to such Series of Covered Bonds provided, if it is an FFI, that such successor is a Participating FFI, and notice of such appointment has been given in accordance with the Conditions. Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent (i) at any time in the event such Agent defaults in the performance or observance of its covenants or breaches its representations and warranties made, respectively, under Section 2.09, or (ii) to the extent that such Agent is the Issuer or an affiliate of the Issuer, if an Issuer Event of Default (x) occurs and is continuing, or (y) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed.
16.03 If it is stipulated in this Agreement that any resignation or removal of any of the Agents shall not take effect before the appointment by the Issuer of a successor Agent, then the Issuer agrees with the Agents that if, by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Agent a reputable financial institution of good standing which Successor Agent shall be subject to the approval of the Issuer.
16.04 The appointment of any Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP (or the Bond Trustee pursuant to sub-clause 2.06 Clause 2.05 above) hereunder and in relation to each relevant Series of Covered Bonds shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely:
(a) : such Agent or Calculation Agent becomes incapable of acting;
(b) ; such Agent or Calculation Agent is adjudged bankrupt or insolvent;
(c) ; such Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;to
(d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or Calculation Agent; a receiver, administrator or other similar official of such Agent or Calculation Agent or of all or any substantial part of its property is appointed;
(e) an order of any court is entered approving any petition filed by or against such Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or
(f) any public officer takes charge or control of such Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
(g) such Agent or Calculation Agent, as the case may be, is an FFI and does not become, or ceases to be, a Participating FFI, or any event occurs which has analogous effect to any of the foregoing;
(h) where such Agent or Calculation Agent is the Issuer or an Affiliate of the Issuer, and an Issuer Event of Default has occurred and is continuing, upon receipt of a notice from the Guarantor LP terminating such Agent or Calculation Agent; or
(i) default is made by such Agent or Calculation Agent in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.09 of this Agreement) and such default continues unremedied for a period of thirty (30) days after the earlier of such Agent or Calculation Agent, as the case may be, becoming aware of such default and receipt by such Agent or Calculation Agent, as the case may be, of written notice from the Issuer, the Guarantor LP or the Bond Trustee requiring the same to be remedied.
16.04 16.05 The Issuer or the Guarantor LP may (and shall shall, where necessary necessary, to comply with the Conditions) appoint substitute or additional agents, registrars, exchange agents, paying agents or transfer agents in relation to the Covered Bonds or any particular Series of Covered Bonds provided, if it is an FFI, that it is a Participating FFI, and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.05 16.06 If, in relation to any Series of Covered Bonds, any Agent or Calculation Agent gives notice of its resignation in accordance with Clause 16.01, the provisions of paragraph (b) of Clause 16.01 apply and by the tenth day before the expiration of such notice a successor to such Agent or Calculation Agent as the agent of the Issuer and the Guarantor LP in relation to such Covered Bonds has not been appointed by the Issuer or the Guarantor LPIssuer, such Agent or Calculation Agent may itself, following such consultation with the Issuer, the Guarantor LP and the Bond Trustee as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) provided, if it is an FFI, that it is a Participating FFI, and give notice of such appointment in accordance with the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.
16.06 16.07 Upon any resignation or revocation becoming effective under this Section 16, the relevant Agent or Calculation 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 and bound by (as appropriate) the provisions of Clause 9.11, Clause 11.14, Clause 13.04, Clause 14.03, Section 15 and this Section 16);
(b) repay to the Issuer or the Guarantor LP such part of any fee paid to it in accordance with Clause 14.01 as may be agreed between the relevant Agent or Calculation Agent and the Issuer or the Guarantor LPGuarantor;
(c) in the case of the Issuing and Paying Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Issuing and Paying Agent a copy, certified as true and up-to-to- date by an officer of the Issuing and Paying Agent, of the records maintained by it in accordance with Section 9;
(d) in the case of a Registrar, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 11;
(e) in the case of a Calculation Agent, deliver to the Issuer, the Guarantor LPGuarantor, the Bond Trustee and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.0313.04; and
(f) forthwith (upon payment to it of any amount due to it in accordance with Section 14 or Clause 15.04) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Covered Bonds, Receipts, Coupons, Talons or, as the case may be, Registered Global Covered Bonds) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder.
16.07 16.08 Any corporation into which any Agent or Calculation Agent may be merged or converted, any corporation with which any Agent or Calculation Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation, partnership, trust or other organisation in whatever form to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation, conversion or transfer becomes effective and to the extent permitted by applicable law, become the successor to such Agent or Calculation Agent as agent of the Issuer and the Guarantor LP hereunder and in relation to the Covered Bonds without any further formality, whereupon the remaining parties hereto and such successor agent or registrar shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement and after the said effective date the Agent or Calculation Agent shall be relieved of and fully discharged from all obligations hereunder and in respect of any Covered Bonds whether such obligations arose before or after such transfer and assumption and all references in this agreement to such Agent or Calculation Agent shall be deemed to be references to such successor. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the Guarantor LP and the other parties hereto and in accordance with Condition 16.
16.08 16.09 If any Agent or Calculation Agent decides to change its specified office (which may only be effected within the same metropolitan area) it shall give notice to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and 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 thirty days after the date of such notice. The relevant Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Section 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.
16.09 Notwithstanding any other provision in this Agreement, if 16.10 The Guarantor shall provide notice to CMHC of the Issuer determines, in its sole discretion, that it will be required to withhold termination or deduct any FATCA Withholding in connection resignation an Agent and of such Agent’s replacement contemporaneously with the next scheduled payment and such FATCA Withholding would not have arisen but for a Paying Agent or a Registrar not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate such Paying Agent or Registrar without earlier of (i) notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar. Notice of such termination will or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders, and (iii) five Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided to holders no later than 10 Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Covered Bonds and the Issuer will use its best efforts to appoint a new Paying Agent or Registrar forthwith and in any event prior such Agent, all information relating to the next scheduled payment date for any Covered Bonds if there would not then be a Paying Agent or Registrar as replacement required by the relevant Terms CMHC Guide and Conditionsa revised and amended copy of this Agreement with such replacement.
Appears in 1 contract
Samples: Agency Agreement
