Changes in Agents. 25.1 Each of the Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement: (a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be); (b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe; (c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority; and (d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders in accordance with Condition 13 (Notices). 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond Trustee. Upon the appointment of a Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, the Agent so superseded shall cease to be an Agent under this Agreement.
Appears in 2 contracts
Changes in Agents. 25.1 Each of the Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority; and;
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States; and
(e) the Issuer will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with or introduced in order to conform to such Directive, if any (if there is any such Member State), provided that the Issuer shall not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in a Member State of the European Union unless at least one Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments)5.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders in accordance with Condition 13 (Notices)13.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or removal under Clause Clauses 25.3 or 25.5 of the Principal Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond Trustee. Upon the appointment of a Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, the Agent so superseded shall cease to be an Agent under this Agreement.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Changes in Agents. 25.1 Each of the 23.1 The Issuer and the Guarantors agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Fiscal Agent and have been returned to the Issuer or the Guarantors, as the case may beIssuer, as provided in this Agreement:
(a) there will at all times be a Principal Paying Fiscal Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be)Registrar;
(b) it there will maintain at all times be: (i) in the case of Bearer Notes, a Paying Agent (which may be the Principal Paying Fiscal Agent), and (ii) and an N Covered Bond Paying in the case of Registered Notes, a Transfer Agent having a specified office in a city approved by (which may be the Bond Trustee in EuropeRegistrar);
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in a jurisdiction other than the case of Bearer Covered Bonds) jurisdiction in which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority; andIssuer is incorporated;
(d) so long as any of the Registered Global Covered Bonds Notes payable in a Specified Currency other than U.S. dollars are registered in the name of held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States; and
(e) so long as this Series of Notes was listed on a stock exchange by the Issuer and remains so listed, there will at all times be an Agent (which may be the Fiscal Agent) having a specified office in such place as may be required by the rules and regulations of such exchange or any other relevant authority. In addition, the Issuer and the Guarantors shall forthwith as soon as practicable appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments)7.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (cases as provided in Clause 25.5)subclauses 23.2 and 23.5 or a Paying Agent ceasing to be a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 13 (Notices)15.
25.2 23.2 If the Issuer requests at any time that an Agent concur with it in respect of any Benchmark Amendments and the relevant Agent determines, in its sole discretion (acting reasonably and in good faith) that it is unable to concur with the Issuer in respect of such Benchmark Amendments for the reasons outlined in Clause 21.10 and Condition 6.7(I)(d), then the Issuer may forthwith terminate the appointment of such Agent, in which event notice thereof shall be given to the Noteholders under Condition 15 as soon as is practicable.
23.3 Each of the Principal Paying Fiscal Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 23.6) at any time resign by giving at least 60 90 days' written notice to the Issuer, the Guarantors and the Bond Trustee Issuer specifying the date on which its resignation shall become effective.
25.3 23.4 Each of the Principal Paying Fiscal Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 23.6) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or removal under Clause 25.3 or 25.5 23.5 Notwithstanding the provisions of the Principal Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registrarsubclause 23.6, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case if at any time any Agent resignsan Agent: (a) fails to comply with its obligations hereunder, or is removed, or (b) becomes incapable of acting or acting, (c) is adjudged bankrupt or insolvent, or (d) files a voluntary petition in bankruptcy or bankruptcy, makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, (e) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, or (f) admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any (g) has an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if (h) has a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes take charge or control of it the Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation, a Successor Agent which then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be a reputable financial institution given to the Noteholders under Condition 15 as soon as practicable thereafter.
23.6 Any resignation under subclause 23.3 or removal of good standing may be appointed the Fiscal Agent or the Registrar under subclauses 23.4 or 23.5 shall only take effect upon the appointment by the Issuer and the Guarantors with the prior written approval of the Bond Trustee. Upon the appointment of a Successor successor Fiscal Agent and acceptance by it of its appointment or Registrar, as the case may be, and (other than in case cases of insolvency of termination under subclauses 23.5 and 23.1) on the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28clause 25. The Issuer agrees with the Fiscal Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 23.1, the Issuer has not appointed a successor Fiscal Agent so superseded or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, shall cease be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve.
23.7 Subject to subclause 23.3, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect.
23.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Fiscal Agent, the Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18.
23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
23.10 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes, Coupons, Receipts and Talons surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of any Notes and Coupons that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each of the Issuer (1) CNH Industrial and the Guarantors agrees CIFE agree that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or (in the Guarantorscase of Guaranteed Notes) the Guarantor, as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange;
(b) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as Agent, and, in the case may be) of CMU Notes, a CMU Lodging and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;; and
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Bearer Covered BondsGuaranteed Notes) which may be is incorporated, and (ii) where CNH Industrial is the Principal Paying Agent and a Transfer Agent Issuer or Guarantor in respect of an issuance of Notes, the United Kingdom. In addition, the relevant Issuer and/or (in the case of Registered Covered BondsGuaranteed Notes) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority; and
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States. In addition, the Issuer and the Guarantors Guarantor shall forthwith immediately appoint a Paying Agent having a specified office in the United States New York City in the circumstances described in Condition 5.5 (General provisions applicable to payments5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI (as provided in subclause (11)), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders Noteholders in accordance ac c ordance with Condition 13 (Notices)13.
25.2 (2) Each of the Principal Paying Agent Agent, and the Registrar CMU Lodging and Paying Agent may (subject as provided in Clauses 25.1 and 25.4subclause (4)) at any time resign by giving at least 60 90 days' written notice to the IssuerCNH Industrial and CIFE, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 (3) Each of the Principal Paying Agent Agent, and the Registrar CMU Lodging and Paying Agent may (subject as provided in Clauses 25.1 and 25.4subclause (4)) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, CNH Industrial and/or CIFE on at least 45 days' notice in writing from CNH Industrial and/or CIFE (as the Issuer and the Guarantors case may be) specifying the date when the removal shall become effective.
25.4 (4) Any resignation under Clause 25.2 subclause (2) or removal under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by the Issuer and the Guarantors CNH Industrial and/or CIFE of a Successor successor Principal Paying Agent or Successor RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice notic e to be given under Clause 28clause 24. The Issuer Each of CNH Industrial and each of the Guarantors CIFE jointly and severally agree with w ith the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under Clause 25.2subclause (2), the Issuer and the Guarantors CNH Industrial or CIFE have not appointed a Successor successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of the Issuer CNH Industrial and the GuarantorsCIFE, to appoint in its place as a Successor successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which the Issuer, the Guarantors CNH Industrial and the Bond Trustee CIFE shall approveapprove (such approval not to be unreasonably withheld or delayed).
25.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by the Issuer CNH Industrial and the Guarantors with the prior written approval of the Bond TrusteeCIFE. Upon the appointment of a Successor successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28clause 24, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) Subject to subclause (1), CNH Industrial and/or CIFE may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or w here the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI).
(7) Subject to subclause (1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving CNH Industrial and CIFE and the Principal Paying Agent at least 45 days' written notice to that effect.
(8) Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by each Issuer (failing which, where the Issuer is CIFE, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16.
(9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause ( 5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 26.1 Each of the Issuer and the Guarantors agrees Guarantor agrees, for the benefit of the Bond Trustee, that, for so long as any Covered Bond is outstanding, or until moneys funds for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuer or the GuarantorsGuarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be)Registrar;
(b) it will so long as any Covered Bond is outstanding, maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are Bond is listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or or, as the case may be, other relevant authority; and;
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of held through DTC or its nominee, there will at all times be an Exchange Agent; and
(e) it will ensure that it maintains a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26 to 27 November 2000 or any law implementing or complying with, or introduced in order to conform to any such directive, provided that the Issuer will not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in the United Statessuch Member State unless at least one European Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall Guarantor will forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments)5.5. Any variation, termination, appointment or change shall will only take effect (other than in the case of insolvency (as provided in Clause 25.5Section 26.5), when it shall will be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall will have been given to the Covered Bondholders in accordance with Condition 13 (Notices)13.
25.2 26.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 Sections 26.1 and 25.426.4) at any time resign by giving at least 60 days' ’ written notice to the Issuer, the Guarantors Guarantor and the Bond Trustee specifying the date on which its resignation shall will become effective.
25.3 26.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 Sections 26.1 and 25.426.4) be removed at any time by the Issuer and the Guarantors Guarantor with the prior written approval of the Bond Trustee, which approval shall will not be unreasonably withheld, on at least 45 days' ’ notice in writing from the Issuer and the Guarantors Guarantor specifying the date when the removal shall will become effective.
25.4 26.4 Any resignation under Clause 25.2 Section 26.2 or removal under Clause 25.3 Sections 26.3 or 25.5 26.5 of the Principal Paying Agent or the Registrar shall will only take effect upon the appointment by the Issuer and the Guarantors Guarantor of a Successor successor Principal Paying Agent or Successor successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall will not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28Article 29 (Notification of Changes to Agents). The Issuer and each of the Guarantors Guarantor agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2Section 26.2, the Issuer and the Guarantors Guarantor have not appointed a Successor successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall will not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall will be entitled, on behalf of the Issuer and the GuarantorsGuarantor, to appoint in its place as a Successor successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors Guarantor and the Bond Trustee shall will approve.
25.5 26.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Agent which shall will be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors Guarantor with the prior written approval of the Bond Trustee. Upon the appointment of a Successor successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent or when the Paying Agent is an FFI and does not become, or ceases to be, a Participating FFI, when it shall will be of immediate effect) upon expiry of the notice to be given under Clause 28Article 29 (Notification of Changes to Agents), the Agent so superseded shall will cease to be an Agent under this Agreement.
26.6 Subject to Section 26.1, the Issuer and the Guarantor may, with the prior written approval of the Bond Trustee, which approval will not be unreasonably withheld, terminate the appointment of all or any of the Agents (other than the Principal Paying Agent and the Registrar) at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect. Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent 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.
26.7 Subject to Sections 26.1 and 26.4, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor, the Bond Trustee and the Principal Paying Agent at least 60 days’ written notice to that effect.
26.8 Upon its resignation or removal becoming effective, an Agent will:
(a) in the case of the Principal Paying Agent, any other Paying Agent and the Registrar, immediately transfer all funds and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the Issuer (and, following service of a Notice to Pay on the Guarantor, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Article 21 (Commissions and Expenses).
26.9 Upon its appointment becoming effective, a successor or new Agent will, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
26.10 Notwithstanding anything to the contrary in this Agreement, if a Rating Agency has downgraded the unsecured, unsubordinated and unguaranteed debt obligations or issuer default rating of a Paying Agent below the Paying Agent Required Ratings at any time that (a) the Guarantor is Independently Controlled and Governed, the Guarantor may, and (b) the Guarantor is not Independently Controlled and Governed, the Guarantor shall, terminate the appointment of such Paying Agent and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
26.11 Notwithstanding anything to the contrary in this Agreement, if an Issuer Event of Default (A) occurs and is continuing, or (B) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed, the Guarantor may terminate the appointment of an Agent which is the Issuer or an Affiliate of the Issuer and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
26.12 Upon any termination or resignation of an Agent hereunder, the Guarantor shall provide notice to CMHC of such termination or resignation and of such Agent’s replacement contemporaneously with the earlier of (i) notice of such termination 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 (5) Toronto Business Days following such termination or resignation and replacement (unless the replacement Agent has yet to be identified at that time, in which case notice of the replacement Agent may be provided no later than ten (10) Toronto Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Agent, and all information relating to the replacement Agent required by the CMHC Guide to be provided to CMHC in relation to the Agent and this Agreement, including any new agreement with such replacement Agent or any amendments to this Agreement in respect of such replacement Agent.
Appears in 1 contract
Samples: Agency Agreement (Scotiabank Covered Bond Guarantor Limited Partnership)
Changes in Agents. 25.1 Each of the The Issuer and the Guarantors agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in EuropeRegistrar;
(c) so long as any Covered Bonds Registered Global Notes are listed on any stock exchange or admitted to listing or trading by any other relevant authorityregistered in the name of a nominee for DTC, there will at all times be an Exchange Agent;
(d) there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations Member State of the relevant stock exchange European Union that will not be obliged to withhold or as the case may be, other relevant authoritydeduct tax pursuant to European Directive 2003/48/EC on any law implementing or complying with or introduced in order to confirm to such Directives; and
(de) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange a Paying Agent with in a specified office jurisdiction within Continental Europe, other than the jurisdiction in which the United StatesIssuer is incorporated. In addition, the Issuer and the Guarantors shall forthwith immediately appoint a Paying Agent having a specified office in the United States New York City in the circumstances described in Condition 5.5 4(e) (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5)subclause 25.1, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 13 (Notices).the relevant Conditions.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 25.3) at any time resign by giving at least 60 90 days' written notice to the Issuer, the Guarantors and the Bond Trustee Issuer specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 25.3) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.effective.
25.4 Any resignation under Clause subclause 25.2 or removal under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar under subclause 25.3 shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28clause 27. The Issuer and each of the Guarantors agree agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause subclause 25.2, the Issuer and the Guarantors have has not appointed a Successor successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the GuarantorsIssuer, to appoint in its place as a Successor successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed).
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond TrusteeIssuer. Upon the appointment of a Successor successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28clause 27, the Agent so superseded shall cease to be an Agent under this Agreement.
25.6 Subject to subclause 25.1, the Issuer may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent or the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Principal Paying Agent at least 45 days' written notice to that effect.
25.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent, the Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 20.
25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each of the The relevant Issuer and the Guarantors agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantors, as the case may be, as provided in this Agreementherein:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be)Agent;
(b) it there will maintain at all times be a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having Registrar with a specified office in a city approved by outside the Bond Trustee in EuropeUnited Kingdom;
(c) so long as any Covered Bonds Notes are listed on any stock exchange or admitted to listing or trading by any other relevant authorityStock Exchange, there will at all times be a Paying Agent Agent, which may be the Principal Paying Agent, (in the case of Bearer Covered BondsNotes) and a Transfer Agent, which may be the Principal Paying Agent and a Transfer Agent Registrar, (in the case of Registered Covered BondsNotes) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange Stock Exchange or as the case may be, other relevant authority;
(d) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee in continental Europe other than any such jurisdiction in which the relevant Issuer is incorporated or resident for tax purposes; and
(de) so long as any of the Registered Global Covered Bonds Notes payable in a Specified Currency other than U.S. dollars are registered in the name of held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United StatesLondon. In addition, the relevant Issuer and shall with the Guarantors shall prior written approval of the Trustee, forthwith appoint a Paying Agent having a specified office in the United States New York City in the circumstances described in the third paragraph of Condition 5.5 (General provisions applicable to payments5(e). Any variation, termination, appointment or change in relation to any Series of Notes shall only take effect (other than in the case of insolvency (as provided in Clause 25.5)subclause 25.5 below) or of an Agent which is an FFI failing to become, or ceasing to be, a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Covered Bondholders holders of the relevant Series of Notes in accordance with Condition 13 (Notices)and provided that no such notice shall expire less than 30 days before or after any due date for the payment in respect of any Note or Coupon of such Series.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 25.4 below) at any time resign as such by giving at least 60 90 days' written notice to the Issuer, the Guarantors relevant Issuer and the Bond Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 25.4 below) be removed at any time by the Issuer and the Guarantors relevant Issuer, with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice by the filing with it of an instrument in writing from signed on behalf of the relevant Issuer specifying such removal and the Guarantors specifying the date when the removal it shall become effective.
25.4 Any resignation under Clause 25.2 or removal under Clause 25.3 or 25.5 . Notwithstanding the previous sentence, each of the Principal Paying Agent and the Registrar may be removed by the relevant Issuer immediately if the Principal Paying Agent or the Registrar (as the case may be) does or is obliged to inform the relevant Issuer pursuant to clause 23.5 that it ceases to be exempt from FATCA Withholding Tax or that it fails to become or has ceased to be a Participating FFI.
25.4 Any resignation under subclauses 25.2 or 25.7 or removal under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuer and the Guarantors relevant Issuer, as hereinafter provided, of a Successor Principal Paying successor Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases the case of insolvency of the Principal Paying Agent or where the Registrar, as the case may beAgent is an FFI and does not become or ceases to be a Participating FFI) on the expiry of the notice to be given under Clause 2827. The relevant Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar agrees that if, by the day falling 10 ten days before the expiry of any notice under Clause 25.2subclause 25.2 or subclause 25.7, the relevant Issuer and the Guarantors have has not appointed a Successor Principal Paying successor Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying relevant Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantorsrelevant Issuer, to appoint as a successor Agent in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors relevant Issuer and the Bond Trustee shall approveapprove which approval shall not be unreasonably withheld or delayed.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation or, at any time, where any Paying Agent is an FFI and does not become or ceases to be a Participating FFI, a Successor successor Agent (which shall be a reputable financial institution of good standing approved in writing by the Trustee) may be appointed by the relevant Issuer and in accordance with the Guarantors terms of this Agreement with the prior written approval consent of the Bond TrusteeTrustee by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a Successor successor Agent and acceptance by it of its such appointment and (other than in case of insolvency of the Agent or where the Agent is an FFI and does not become or ceases to be a Participating FFI when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, 27 the Agent so superseded shall cease to be an Agent under this Agreementhereunder.
25.6 Subject to subclause 25.1, in relation to any Series of Notes the relevant Issuer may, after prior consultation with the Principal Paying Agent and with the prior written consent of the Trustee, terminate the appointment of any of the other Agents at any time and/or, after prior consultation with the Principal Paying Agent and the Trustee, appoint one or more further or other Agents, in each case by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and does not become or ceases to be a Participating FFI).
25.7 Subject to subclause 25.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect.
25.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) forthwith transfer all moneys and records held by it hereunder to the successor Agent hereunder; and
(b) be entitled to the payment by the relevant Issuer of any outstanding commissions, fees and expenses for the services therefor rendered hereunder in accordance with the terms of Clause 19.
25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like effect as if originally named as an Agent hereunder.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 24.1 Each of the relevant Issuer and the Guarantors Guarantor agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantors, Guarantor as the case may be, as provided in this Agreementherein:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds Notes are listed on any stock exchange Stock Exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) Agent, which may be the Principal Paying Agent Agent, and (whilst any Registered Notes are outstanding) a Transfer Agent (in the case of Registered Covered Bonds) Agent, which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange Stock Exchange or as the case may be, any other relevant authority; and;
(db) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange a Principal Paying Agent with and, whilst any Registered Notes are outstanding, a specified office Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the United Statesjurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor is incorporated. In addition, the relevant Issuer and the Guarantors Guarantor shall forthwith appoint a Paying Agent having a specified office in the United States New York City in the circumstances described in Condition 5.5 (General provisions applicable to payments)8.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 24.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Covered Bondholders Noteholders in accordance with Condition 13 (Notices)16.
25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 24.4 below) at any time resign as such by giving at least 60 45 days' written notice to the relevant Issuer, the Guarantors Guarantor and the Bond Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
25.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 24.4 below) be removed at any time by the relevant Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, Guarantor on at least 45 days' notice by the filing with it of an instrument in writing from signed on behalf of the relevant Issuer and the Guarantors Guarantor specifying such removal and the date when the removal it shall become effective.
25.4 24.4 Any resignation under Clause 25.2 subclause 24.2 or removal under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar under subclauses 24.3 or 24.5 shall only take effect upon the appointment by the relevant Issuer and the Guarantors Guarantor, as hereinafter provided, of a Successor successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28clause 26. The relevant Issuer and the Guarantor each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 ten days before the expiry of any notice under Clause 25.2subclause 24.2, the relevant Issuer and the Guarantors have Guarantor has not appointed a Successor successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the GuarantorsGuarantor, to appoint in its place as a Successor successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approveapprove in writing, which approval shall not be unreasonably withheld or delayed.
25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Agent which shall be a reputable financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer and the Guarantors Guarantor by an instrument in writing filed with the prior written approval of the Bond Trusteesuccessor. Upon the appointment as aforesaid of a Successor successor Agent and acceptance by it of its such appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, clause 26 the Agent so superseded shall cease to be an Agent under this Agreementhereunder.
24.6 Subject to subclause 24.1, the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and with the prior written approval of the Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
24.7 Subject to subclause 24.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect.
24.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the Registrar, forthwith transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, held by it hereunder to the successor Agent hereunder; and
(b) be entitled to the payment by the relevant Issuer (failing which, where the relevant Issuer is UUWF, the Guarantor) of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of clause 18.
24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like effect as if originally named as an Agent hereunder.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each of the Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority; and;
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States; and
(e) the Issuer will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with or introduced in order to conform to such Directive, if any (if there is any such Member State), provided that the Issuer shall not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in a Member State of the European Union unless at least one Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders in accordance with Condition 13 (Notices).
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or removal under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond Trustee. Upon the appointment of a Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, the Agent so superseded shall cease to be an Agent under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 26.1 Each of the Issuer and the Guarantors agrees Guarantor agrees, for the benefit of the Bond Trustee, that, for so long as any Covered Bond is outstanding, or until moneys funds for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuer or the GuarantorsGuarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be)Registrar;
(b) it will so long as any Covered Bond is outstanding, maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are Bond is listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or or, as the case may be, other relevant authority; and;
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of held through DTC or its nominee, there will at all times be an Exchange Agent; and
(e) it will ensure that it maintains a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26 to 27 November 2000 or any law implementing or complying with, or introduced in order to conform to any such directive, provided that the Issuer will not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in the United Statessuch Member State unless at least one European Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall Guarantor will forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments)5.5. Any variation, termination, appointment or change shall will only take effect (other than in the case of insolvency (as provided in Clause 25.5Section 26.5), when it shall will be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall will have been given to the Covered Bondholders in accordance with Condition 13 (Notices)13.
25.2 26.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 Sections 26.1 and 25.426.4) at any time resign by giving at least 60 days' ’ written notice to the Issuer, the Guarantors Guarantor and the Bond Trustee specifying the date on which its resignation shall will become effective.
25.3 26.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 Sections 26.1 and 25.426.4) be removed at any time by the Issuer and the Guarantors Guarantor with the prior written approval of the Bond Trustee, which approval shall will not be unreasonably withheld, on at least 45 days' ’ notice in writing from the Issuer and the Guarantors Guarantor specifying the date when the removal shall will become effective.
25.4 26.4 Any resignation under Clause 25.2 Section 26.2 or removal under Clause 25.3 Sections 26.3 or 25.5 26.5 of the Principal Paying Agent or the Registrar shall will only take effect upon the appointment by the Issuer and the Guarantors Guarantor of a Successor successor Principal Paying Agent or Successor successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall will not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28Article 29 (Notification of Changes to Agents). The Issuer and each of the Guarantors Guarantor agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2Section 26.2, the Issuer and the Guarantors Guarantor have not appointed a Successor successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall will not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall will be entitled, on behalf of the Issuer and the GuarantorsGuarantor, to appoint in its place as a Successor successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors Guarantor and the Bond Trustee shall will approve.
25.5 26.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Agent which shall will be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors Guarantor with the prior written approval of the Bond Trustee. Upon the appointment of a Successor successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent or when the Paying Agent is an FFI and does not become, or ceases to be, a Participating FFI, when it shall will be of immediate effect) upon expiry of the notice to be given under Clause 28Article 29 (Notification of Changes to Agents), the Agent so superseded shall will cease to be an Agent under this Agreement.
26.6 Subject to Section 26.1, the Issuer and the Guarantor may, with the prior written approval of the Bond Trustee, which approval will not be unreasonably withheld, terminate the appointment of all or any of the Agents (other than the Principal Paying Agent and the Registrar) at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect. Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent 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.
26.7 Subject to Sections 26.1 and 26.4, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor, the Bond Trustee and the Principal Paying Agent at least 60 days’ written notice to that effect.
26.8 Upon its resignation or removal becoming effective, an Agent will:
(a) in the case of the Principal Paying Agent, any other Paying Agent and the Registrar, immediately transfer all funds and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the Issuer (and, following service of a Notice to Pay on the Guarantor, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Article 21 (Commissions and Expenses).
26.9 Upon its appointment becoming effective, a successor or new Agent will, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
26.10 Notwithstanding anything to the contrary in this Agreement, if the unsecured, unsubordinated and unguaranteed debt obligations of a Paying Agent cease to be rated by the Rating Agencies at or above the Paying Agent Required Ratings at any time that (a) the Guarantor is Independently Controlled and Governed, may, and (b) the Guarantor is not Independently Controlled and Governed, shall, terminate the appointment of such Paying Agent and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
26.11 Notwithstanding anything to the contrary in this Agreement, if an Issuer Event of Default (A) occurs and is continuing, or (B) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed, the Guarantor may terminate the appointment of an Agent which is the Issuer or an Affiliate of the Issuer and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
26.12 Upon any termination or resignation of an Agent hereunder, the Guarantor shall provide notice to CMHC of such termination or resignation and of such Agent’s replacement contemporaneously with the earlier of (i) notice of such termination 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 (5) Toronto Business Days following such termination or resignation and replacement (unless the replacement Agent has yet to be identified at that time, in which case notice of the replacement Agent may be provided no later than ten (10) Toronto Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Agent, and all information relating to the replacement Agent required by the CMHC Guide to be provided to CMHC in relation to the Agent and this Agreement, including any new agreement with such replacement Agent or any amendments to this Agreement in respect of such replacement Agent.
Appears in 1 contract
Changes in Agents. 25.1 Each 16.1 Any Agent may resign its appointment as the agent of the Issuer hereunder and/or in relation to any Series of Obligations upon the expiration of not less than thirty days' written notice to that effect by such Agent to the Issuer and the Guarantors agrees thatTrustee (with a copy, for so long as any Covered Bond is outstandingif necessary, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying Agent and have been returned Agent) provided that:
16.1.1 in relation to any Series of Obligations any such notice which would otherwise expire within thirty days before or after the Issuer maturity date of such Series or any interest or other payment date in relation to any such Series shall be deemed, in relation to such Series only, to expire on the Guarantorsthirtieth day following such maturity date or, as the case may be, as provided such interest or other payment date; and
16.1.2 in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as respect of any Series of Notes, in the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be of the Principal Paying Agent) and an N Covered Bond , the Registrar or the Calculation Agent, the only remaining Paying Agent having a with its specified office in a European city approved by the Bond Trustee in Europe;
(c) or, so long as any Covered Bonds such Notes are listed on any listing authority, stock exchange or admitted to listing or trading by any other relevant authorityand/or quotation system, there will at all times be a the Paying Agent (in or the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, Registrar with a its specified office in such place as may be required by the rules and regulations of the relevant such listing authority, stock exchange or as the case may beand/or quotation system), other relevant authority; and
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable 8(c) the Paying Agent with its specified office in New York City, such resignation shall not be effective until a successor thereto has been appointed by the Issuer as the agent of the Issuer in relation to payments). Any variationsuch Series of Notes or in accordance with Clause 16.5 and notice of such appointment has been given in accordance with the Conditions.
16.2 The Issuer may with the consent of the Trustee and the Arranger revoke its appointment of any Paying Agent, terminationthe Loan Agent, appointment the Registrar or change shall only take effect (other than Calculation Agent as its agent hereunder and/or in the case relation to any Series of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after Obligations by not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders in accordance with Condition 13 (Notices).
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 thirty days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or removal under Clause 25.3 or 25.5 of the Principal to that effect to such Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registraror, as the case may be, approved such Loan Agent, Registrar or Calculation Agent provided, however, that in writing by respect of any Series of Obligations, in the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency case of the Principal Paying Agent Agent, the Loan Agent, the Registrar or the RegistrarCalculation Agent, the only remaining Paying Agent with its specified office in a continental European city or, so long as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry Notes of any notice under Clause 25.2Series are listed on any stock exchange, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the RegistrarRegistrar with its specified office in such place as may be required by such stock exchange and in the event Condition 8(c) applies, the Paying Agent with its specified office in New York City, such revocation shall not be effective until a successor thereto has been appointed by the Issuer as the case may be, shall be entitled, on behalf agent of the Issuer in relation to such Series of Obligations and notice of such appointment has been given in accordance with the Guarantors, Conditions.
16.3 The appointment of any Agent in relation to appoint in its place as a Successor Principal Paying Agent or Registrar, each Series of Obligations as the case may be, a reputable financial institution agent of good standing which the Issuer, Issuer hereunder shall terminate forthwith if any of the Guarantors and the Bond Trustee following events or circumstances shall approve.occur or arise:
25.5 In case at any time any 16.3.1 such Agent resigns, or is removed, or becomes incapable of acting or in accordance with its duties hereunder;
16.3.2 such Agent is adjudged bankrupt or insolvent, or ;
16.3.3 such Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administratora receiver, liquidator or administrative administrator or other receiver similar official of all or a any substantial part of its property, property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof;
16.3.4 a resolution is passed or an order is made for the winding up or dissolution of such Agent;
16.3.5 a receiver, administrator or other similar official of such Agent or of all or any substantial part of its debts, or if any property is appointed;
16.3.6 an order of any court is entered approving any petition filed by or against it such Agent under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if law; or
16.3.7 any public officer takes charge or control of it such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
16.4 The Issuer may, a Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, (and shall where necessary to comply with the Conditions) appoint substitute or additional agents in relation to the Series of 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.
16.5 If, in relation to any Series of Obligations, any Agent gives notice of its resignation in accordance with Clause 16.1, the provisions of Clause 16.1.2 apply and by the tenth day before the expiration of such notice a successor to such Agent as agent of the Issuer in relation to such Obligations has not been appointed by the Issuer, such Agent may itself, following such consultation with the Issuer as may be practicable in the circumstances 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 Conditions and in the case of the Principal Paying Agent, satisfy the Required Principal Paying Agent Rating) 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.
16.6 Upon any resignation or revocation in relation to each relevant Series of Obligations becoming effective under this Clause 16, the relevant Agent shall:
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 11.2, Clause 12.5, Clause 14.3, Clause 15 and this Clause 16);
16.6.2 repay to the Issuer such part of any fee paid to it in accordance with Clause 13.1 as may be agreed between the relevant Agent and the Issuer;
16.6.3 in the case of the Principal Paying Agent, deliver to the Issuer and to the successor Principal Paying Agent a copy, certified as true and up to date by an officer or authorised signatory of the Principal Paying Agent, of the records maintained by it in accordance with Clause 9 with respect to such Series;
16.6.4 in the case of the Registrar, deliver to the 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 Clause 11 with respect to such Series;
16.6.5 in the case of a Calculation Agent, deliver to the 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 12.4 with respect to such Series; and
16.6.6 forthwith (upon payment to it of any amount due to it in accordance with Clause 13 or Clause 15.4) transfer all moneys and papers (including any unissued Temporary Global Notes, Permanent Global Notes, Definitive Notes, Receipts, Coupons, Talons or, as the case may be, Registered Notes) 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.
16.7 If any Agent decides to change its specified office (which may only be effected within the same city) it shall give notice to the Issuer and the Trustee (with a copy, if necessary, to the 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.
16.8 In the event that the Principal Paying Agent no longer satisfies the Required Principal Paying Agent Rating, the Principal Paying Agent shall notify the Trustee and the Issuer forthwith and the Principal Paying Agent's appointment hereunder shall be terminated with effect from the date falling 30 days thereafter (subject to the appointment of a Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, the Agent so superseded shall cease to be an Agent under this Agreementsuccessor).
Appears in 1 contract
Samples: Amendment and Restatement Agreement
Changes in Agents. 25.1 Each of the The relevant Issuer and the Guarantors agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantors, as the case may be, as provided in this Agreementherein:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be)Agent;
(b) it there will maintain at all times be a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having Registrar with a specified office in a city approved by outside the Bond Trustee in EuropeUnited Kingdom;
(c) so long as any Covered Bonds Notes are listed on any stock exchange or admitted to listing or trading by any other relevant authorityStock Exchange, there will at all times be a Paying Agent Agent, which may be the Principal Paying Agent, (in the case of Bearer Covered BondsNotes) and a Transfer Agent, which may be the Principal Paying Agent and a Transfer Agent Registrar, (in the case of Registered Covered BondsNotes) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange Stock Exchange or as the case may be, other relevant authority;
(d) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee in continental Europe other than any such jurisdiction in which the relevant Issuer is incorporated or resident for tax purposes; and
(de) so long as any of the Registered Global Covered Bonds Notes payable in a Specified Currency other than U.S. dollars are registered in the name of held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United StatesLondon. In addition, the relevant Issuer and shall with the Guarantors shall prior written approval of the Trustee, forthwith appoint a Paying Agent having a specified office in the United States New York City in the circumstances described in the third paragraph of Condition 5.5 (General provisions applicable to payments5(e). Any variation, termination, appointment or change in relation to any Series of Notes shall only take effect (other than in the case of insolvency (as provided in Clause 25.5)subclause 25.5 below) or of an Agent which is an FFI failing to become, or ceasing to be, a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Covered Bondholders holders of the relevant Series of Notes in accordance with Condition 13 (Notices)and provided that no such notice shall expire less than 30 days before or after any due date for the payment in respect of any Note or Coupon of such Series.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 25.4 below) at any time resign as such by giving at least 60 90 days' written notice to the Issuer, the Guarantors relevant Issuer and the Bond Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 25.4 below) be removed at any time by the Issuer and the Guarantors relevant Issuer, with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice by the filing with it of an instrument in writing from signed on behalf of the relevant Issuer specifying such removal and the Guarantors specifying the date when the removal it shall become effective.
25.4 Any resignation under Clause 25.2 or removal under Clause 25.3 or 25.5 . Notwithstanding the previous sentence, each of the Principal Paying Agent and the Registrar may be removed by the relevant Issuer immediately if the Principal Paying Agent or the Registrar (as the case may be) does or is obliged to inform the relevant Issuer pursuant to subclause 23.5 that it ceases to be exempt from FATCA Withholding Tax or that it fails to become or has ceased to be a Participating FFI.
25.4 Any resignation under subclauses 25.2 or 25.7 or removal under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuer and the Guarantors relevant Issuer, as hereinafter provided, of a Successor Principal Paying successor Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases the case of insolvency of the Principal Paying Agent or where the Registrar, as the case may beAgent is an FFI and does not become or ceases to be a Participating FFI) on the expiry of the notice to be given under Clause 2827. The relevant Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar agrees that if, by the day falling 10 ten days before the expiry of any notice under Clause 25.2subclause 25.2 or subclause 25.7, the relevant Issuer and the Guarantors have has not appointed a Successor Principal Paying successor Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying relevant Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantorsrelevant Issuer, to appoint as a successor Agent in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors relevant Issuer and the Bond Trustee shall approveapprove which approval shall not be unreasonably withheld or delayed.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation or, at any time, where any Paying Agent is an FFI and does not become or ceases to be a Participating FFI, a Successor successor Agent (which shall be a reputable financial institution of good standing approved in writing by the Trustee) may be appointed by the relevant Issuer and in accordance with the Guarantors terms of this Agreement with the prior written approval consent of the Bond TrusteeTrustee by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a Successor successor Agent and acceptance by it of its such appointment and (other than in case of insolvency of the Agent when or where the Agent is an FFI and does not become or ceases to be a Participating FFI w hen it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, 27 the Agent so superseded shall cease to be an Agent under this Agreementhereunder.
25.6 Subject to subclause 25.1, in relation to any Series of Notes the relevant Issuer may, after prior consultation with the Principal Paying Agent and with the prior written consent of the Trustee, terminate the appointment of any of the other Agents at any time and/or, after prior consultation with the Principal Paying Agent and the Trustee, appoint one or more further or other Agents, in each case by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notic e in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and does not become or ceases to be a Participating FFI).
25.7 Subject to subclause 25.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect.
25.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) forthwith transfer all moneys and records held by it hereunder to the successor Agent hereunder; and
(b) be entitled to the payment by the relevant Issuer of any outstanding commissions, fees and expenses for the services therefor rendered hereunder in accordance with the terms of Clause 19.
25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further ac t, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like effect as if originally named as an Agent hereunder.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each of the Issuer (1) CNH Industrial and the Guarantors agrees CIFE agree that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or (in the Guarantorscase of Guaranteed Notes) the Guarantor, as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange;
(b) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as Agent, and, in the case may be) of CMU Notes, a CMU Lodging and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;; and
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Bearer Covered BondsGuaranteed Notes) which may be is incorporated, and (ii) where CNH Industrial is the Principal Paying Agent and a Transfer Agent Issuer or Guarantor in respect of an issuance of Notes, the United Kingdom. In addition, the relevant Issuer and/or (in the case of Registered Covered BondsGuaranteed Notes) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority; and
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States. In addition, the Issuer and the Guarantors Guarantor shall forthwith immediately appoint a Paying Agent having a specified office in the United States New York City in the circumstances described in Condition 5.5 (General provisions applicable to payments5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI (as provided in subclause (11)), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 13 (Notices)13.
25.2 (2) Each of the Principal Paying Agent Agent, and the Registrar CMU Lodging and Paying Agent may (subject as provided in Clauses 25.1 and 25.4subclause (4)) at any time resign by giving at least 60 90 days' written notice to the IssuerCNH Industrial and CIFE, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 (3) Each of the Principal Paying Agent Agent, and the Registrar CMU Lodging and Paying Agent may (subject as provided in Clauses 25.1 and 25.4subclause (4)) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, CNH Industrial and/or CIFE on at least 45 days' notice in writing from CNH Industrial and/or CIFE (as the Issuer and the Guarantors case may be) specifying the date when the removal shall become effective.
25.4 (4) Any resignation under Clause 25.2 subclause (2) or removal under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by the Issuer and the Guarantors CNH Industrial and/or CIFE of a Successor successor Principal Paying Agent or Successor RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under Clause 28clause 24. The Issuer Each of CNH Industrial and each of the Guarantors CIFE jointly and severally agree with the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under Clause 25.2subclause (2), the Issuer and the Guarantors CNH Industrial or CIFE have not appointed a Successor successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of the Issuer CNH Industrial and the GuarantorsCIFE, to appoint in its place as a Successor successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which the Issuer, the Guarantors CNH Industrial and the Bond Trustee CIFE shall approveapprove (such approval not to be unreasonably withheld or delayed).
25.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by the Issuer CNH Industrial and the Guarantors with the prior written approval of the Bond TrusteeCIFE. Upon the appointment of a Successor successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28clause 24, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) Subject to subclause (1), CNH Industrial and/or CIFE may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI).
(7) Subject to subclause (1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving CNH Industrial and CIFE and the Principal Paying Agent at least 45 days' written notice to that effect.
(8) Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by each Issuer (failing which, where the Issuer is CIFE, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16.
(9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each 19.1 Subject to Clause 19.2, any Agent may resign its appointment as the agent of the Issuer and Issuers hereunder and/or in relation to any Series of Notes upon the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment expiration of all amounts in respect of all outstanding Covered Bonds have been made available not less than 45 days' written notice to that effect by such Agent to the Principal Paying Agent and have been returned Issuers (with a copy to the Issuer Trustee and, if necessary, to the Issue and Paying Agent) provided, however, that:
(a) in relation to any Series of Notes, any such notice which would otherwise expire within 30 days before or after the Guarantorsmaturity date of such Series or any interest or other payment date in relation to any such Series shall be deemed, in relation to such Series only, to expire on the 30th day following such maturity date or, as the case may be, as provided in this Agreement:such interest or other payment date;
(ab) in respect of each Series of Notes, if any resignation would otherwise cause a breach of the provisions of Condition 13, no such resignation shall be effective until a successor thereto has been appointed by the relevant Issuer and previously approved in writing by the Trustee as the agent of the relevant Issuer in relation to such Series of Notes and notice of such appointment has been given in accordance with the Conditions; and
(c) in the case of Non-Book Entry Notes there will at all times be an Issue and Paying Agent and, in respect of Registered Notes, a Registrar;
(d) in the case of Book-Entry Notes, there will at all times be a Principal Portuguese Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be)Agent;
(be) it so long as any of the Book-Entry Notes are registered with Interbolsa there will maintain at all times be a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Portuguese Paying Agent having a specified office in a city approved such place of registration and complying with any requirements that may be imposed by the Bond Trustee in Europe;rules and regulations of Interbolsa; and
(cf) so long as any Covered Bonds of the Notes are listed on any stock exchange Stock Exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange Stock Exchange or as the case may be, other relevant authority; and.
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States. In addition19.2 Notwithstanding Clause 19.1, the Issuer Issue and Paying Agent, the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders in accordance with Condition 13 (Notices).
25.2 Each of the Principal Portuguese Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 19.4) at any time resign only by giving at least 60 90 days' written notice to the Issuer, the Guarantors and the Bond Trustee relevant Issuer specifying the date on which its resignation shall become effective.
25.3 Each 19.3 The Issuers may revoke the appointment of the Principal Paying any Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 19.4) be removed at in relation to any time Series of Notes by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least less than 45 days' notice to that effect to such Agent provided, however, that in respect of each Series of Notes, if any revocation would otherwise cause a breach of the provisions of Condition 13, no such revocation shall be effective until a successor thereto has been appointed by the Issuers with the prior approval in writing from of the Issuer Trustee as the agent of the Issuers in relation to such Series of Notes and notice of such appointment has been given in accordance with the Guarantors specifying the date when the removal shall become effectiveConditions.
25.4 19.4 Any resignation under Clause 25.2 subclause 19.2 or removal under Clause 25.3 or 25.5 of the Principal Issue and Paying Agent, the Portuguese Paying Agent or the Registrar under subclauses 19.3 or 19.5 shall only take effect upon the appointment by the Issuer and the Guarantors Issuers of a Successor Principal successor Issue and Paying Agent, successor Portuguese Paying Agent or Successor successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Issue and Paying Agent, the Portuguese Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28clause 21. The Issuer and each of the Guarantors Issuers agree with the Principal Issue and Paying Agent, the Portuguese Paying Agent and or the Registrar Registrar, as the case may be, that if, by the day falling 10 days before the expiry of any notice under Clause 25.2subclause 19.2, the Issuer and the Guarantors Issuers have not appointed a Successor Principal successor Issue and Paying Agent, the Portuguese Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, Registrar then the Principal Issue and Paying Agent, the Portuguese Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the GuarantorsIssuers, to appoint in its place as a Successor Principal successor Issue and Paying Agent, successor Portuguese Paying Agent or successor Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee relevant Issuer shall approve.
25.5 In case at any time 19.5 The appointment of any Agent resigns, or is removed, or as the agent of the Issuers hereunder and in relation to each relevant Series of Notes shall terminate forthwith if:
(a) such Agent becomes incapable of acting or acting;
(b) such Agent is adjudged bankrupt or insolvent, or ;
(c) such Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an a receiver, administrator, liquidator or administrative or other receiver similar official of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond Trusteerelevant Issuer. Upon the appointment of a Successor successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28clause 17, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
19.6 Subject to subclause 19.1, the relevant Issuer may, after prior consultation with the Issue and Paying Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Issue and Paying Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
19.7 Subject to subclause 19.1, all or any of the Paying Agents (other than the Issue and Paying Agent) may resign their respective appointments under this Agreement at any time by giving the relevant Issuer and the Issue and Paying Agent at least 45 days' written notice to that effect.
19.8 The Issuers may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents, with the prior written approval of the Trustee (in the case of Non-Book-Entry Notes), in relation to the 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.
19.9 Upon any resignation or removal becoming effective, under this Clause 19, the relevant Paying Agent or the Registrar shall:
(a) be released and discharged from its obligations under this Agreement but without prejudice to any rights or obligations accrued or incurred on or before such resignation or revocation becoming effective (save that it shall remain entitled to the benefit of and subject to and bound by (as appropriate) the provisions of Clause 15, Clause 16 and this Clause 19);
(b) repay to the Issuers such part of any fee paid to it in accordance with Clause 15.1 as may be agreed between the relevant Paying Agent or the Registrar and the Issuers;
(c) in the case of the Issue and Paying Agent, deliver to the Issuers, the successor Issue and Paying Agent and to the Trustee, a copy, certified as true and up to date by an officer of the Issue and Paying Agent, of the records maintained by it in accordance with Clause 12;
(d) in the case of a Registrar, deliver to the Issuers, the successor Registrar and to the Trustee, 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 Clause 14; and
(e) forthwith (upon payment to it of any amount due to it in accordance with Clause 15 or Clause 16) transfer all moneys and papers (including any unissued Temporary Global Notes, Permanent Global Notes, Definitive Bearer Notes, Receipts, Coupons, Talons or, as the case may be, Registered Notes) 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.
(f) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each of the 22.1 The Issuer and the Guarantors agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in EuropeRegistrar;
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may bejurisdiction within Europe, other relevant authoritythan the jurisdiction in which the Issuer is incorporated; and
(d) whenever a function expressed in the Conditions of the Subordinated Notes to be performed by the Agent Bank fails to be performed, the Issuer will appoint and (for so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, such function is required to be performed) there will at all times be an Exchange Agent with a specified office in the United StatesBank. In addition, the Issuer and shall with the Guarantors shall forthwith prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in the United States New York City in the circumstances described in Condition 5.5 (General provisions applicable to payments)6.6 of the Senior Notes or, as the case may be, Condition 6.5 of the Subordinated Notes. Any variation, termination, appointment or change of the Principal Paying Agent and the Registrar shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 22.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 13 (Notices).
25.2 Each 15 of the Senior Notes or, as the case may be, Condition 16 of the Subordinated Notes.
22.2 The Principal Paying Agent, the Agent Bank and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 22.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors Issuer and the Bond Trustee specifying the date on which its resignation shall become effective.effective.
25.3 Each of the 22.3 The Principal Paying Agent, the Agent Bank and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 22.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, Trustee on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.effective.
25.4 22.4 Any resignation under Clause 25.2 subclause 22.2 or removal under Clause 25.3 or 25.5 of the Principal Paying Agent, the Agent Bank or the Registrar under subclauses 22.3 or 22.5 shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor successor Principal Paying Agent, the Agent Bank or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, Trustee and (other than in cases of insolvency of the Principal Paying Agent, the Agent Bank or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond Trustee. Upon the appointment of a Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, the Agent so superseded shall cease to be an Agent under this Agreement.clause
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each 17.1 Any Paying Agent, Transfer Agent or Registrar may resign its appointment as the agent of the Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available relation to the Principal Notes upon the expiration of not less than thirty days' notice to that effect by such Paying Agent, Transfer Agent and have been returned to the Issuer or the Guarantorsor, as the case may be, as the Registrar to the Issuer (with a copy, if necessary, to the Fiscal Agent) provided in this Agreement:that:
(a) there will at all times any such notice which would otherwise expire within thirty days before or after the maturity date of any Series of Notes or any interest payment date in relation to any Series of Notes shall be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as deemed, in relation to such Series only, to expire on the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);thirtieth day following such date; and
(b) it will maintain a in the case of the Fiscal Agent, the only remaining Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a or Registrar with its specified office in a city approved by outside the Bond Trustee in Europe;
(c) United Kingdom or, so long as any Covered Bonds Notes are listed on any stock exchange or admitted to listing or trading by any other relevant authorityexchange, there will at all times be a the Paying Agent (in or the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, Registrar with a its specified office in London and/or in such other place as may be required by any such stock exchange, such resignation shall not be effective until a successor thereto as the rules and regulations agent of the relevant stock exchange or as Issuer in relation to the case may be, other relevant authority; and
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States. In addition, Notes has been appointed by the Issuer or in accordance with Clause 17.6 and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments). Any variation, termination, notice of such appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have has been given to the Covered Bondholders in accordance with Condition 13 (Notices)14.
25.2 Each 17.2 The Issuer may revoke its appointment of any Paying Agent, Registrar or the Principal Paying Transfer Agent and the Registrar may (subject as provided its agent in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice relation to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time Notes by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 less than thirty days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or removal under Clause 25.3 or 25.5 of the Principal to that effect to such Paying Agent, Transfer Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registraror, as the case may be, approved such Registrar provided that, in writing the case of the Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom or, so long as any Notes are listed on any stock exchange, the Paying Agent or Registrar with its specified office in London and/or in such other place as may be required by the Bond Trusteeany such stock exchange, which approval such revocation shall not be unreasonably withheld, and (other than in cases of insolvency effective until a successor thereto as the agent of the Principal Paying Agent or Issuer in relation to the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, Notes has been appointed by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and notice of such appointment has been given in accordance with Condition 14.
17.3 The Issuer may revoke its appointment of any Paying Agent, Registrar or the Guarantors have Transfer Agent as its agent hereunder and/or in relation to any Series of Notes if such paying agent, registrar or transfer agent is an FFI and does not appointed become, or ceases to be, a Successor Principal Participating FFI.
17.4 The appointment of any Paying Agent, Registrar or Transfer Agent as the agent of the Issuer in relation to the Notes shall terminate forthwith if any of the following events or Registrarcircumstances shall occur or arise, namely: such Paying Agent, Transfer Agent or, as the case may be, approved in writing by the Bond TrusteeRegistrar becomes incapable of acting; such Paying Agent, which approval shall not be unreasonably withheld, then the Principal Paying Transfer Agent or the Registraror, as the case may be, shall be entitledRegistrar is adjudged bankrupt or insolvent; such Paying Agent, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Transfer Agent or Registraror, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administratora receiver, liquidator or administrative administrator or other receiver similar official of all or a any substantial part of its property, property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; 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; a receiver, administrator or other similar official of such Paying Agent, Transfer Agent or, as the case may be, Registrar or of all or any substantial part of its debts, or if any property is appointed; an order of any court is entered approving any petition filed by or against it such Paying Agent, Transfer Agent or, as the case may be, Registrar under the provisions of any applicable bankruptcy or insolvency law law; or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of it such Paying Agent, Transfer Agent or, as the case may be, Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
17.5 The Issuer may appoint substitute or additional agents in relation to the 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.
17.6 If any Paying Agent, Transfer Agent or Registrar gives notice of its resignation in accordance with Clause 17.1 and by the tenth day before the expiration of such notice a Successor successor to such Paying Agent, Transfer Agent or, as the case may be, Registrar as the agent of the Issuer in relation to the Notes has not been appointed by the Issuer, such Paying Agent, Transfer Agent or, as the case may be, Registrar may itself, following such consultation with the Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 14, 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.
17.7 Upon any resignation or revocation becoming effective under this Clause 17, the relevant Paying Agent, the Transfer Agent or, as the case may be, Registrar 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 the provisions of Clause 15.3, Clause 16 and this Clause 17);
(b) repay to the Issuer such part of any fee paid to it in accordance with Clause 15.1 as shall relate to any period thereafter;
(c) in the case of the Fiscal Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Fiscal Agent, of the records maintained by it in accordance with Clause 13;
(d) in the case of a Registrar, deliver to the Issuer and to its successor 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 Clause 14; and
(e) in the case of a Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, the records maintained by it in accordance with Clause 12;
(f) As soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 15 or Clause 16.4) transfer all moneys and papers (including any unissued Temporary Global Notes, Permanent Global Notes, Definitive Bearer Notes, Coupons or, as the case may be, Registered Notes 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.
17.8 Any corporation into which any Paying Agent, Transfer Agent or Registrar may be merged or converted, any corporation with which any Paying Agent, Transfer Agent or Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, Transfer Agent or Registrar shall be a reputable financial institution party, shall, to the extent permitted by applicable law, be the successor to such Paying Agent or, as the case may be, Transfer Agent or Registrar as agent of good standing may the Issuer 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. Notice of any such merger, conversion or consolidation shall forthwith be appointed given by such successor to the Issuer and the Guarantors with the prior written approval of the Bond Trustee. Upon the appointment of a Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, the Agent so superseded shall cease to be an Agent under this Agreementparties hereto.
Appears in 1 contract
Samples: Fiscal Agency Agreement
Changes in Agents. 25.1 Each of the 22.1 The Issuer and the Guarantors agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds Notes are listed on any stock exchange Stock Exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) Notes), which may be the Principal Paying Agent Agent, and a Transfer Agent (in the case of Registered Covered Bonds) Notes), which may be the Registrar, with a specified office in such the place as may be required by the rules and regulations of the relevant stock exchange Stock Exchange or as the case may be, any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar;
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated; and
(d) whenever a function expressed in the Conditions of the Subordinated Notes to be performed by the Agent Bank or by the Reference Xxxxx fails to be performed, the Issuer will appoint and (for so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, such function is required to be performed) there will at all times be an Exchange Agent with a specified office in the United StatesBank and/or, as appropriate, Reference Banks. In addition, the Issuer and shall with the Guarantors shall forthwith prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in the United States New York City in the circumstances described in Condition 5.5 (General provisions applicable to payments)6.6 of the Senior Notes or, as the case may be, Condition 6.5 of the Subordinated Notes. Any variation, termination, appointment or change of the Principal Paying Agent and the Registrar shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 22.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 13 (Notices)15 of the Senior Notes or, as the case may be, Condition 16 of the Subordinated Notes.
25.2 Each of the 22.2 The Principal Paying Agent, the Agent Bank and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 22.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors Issuer and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the 22.3 The Principal Paying Agent, the Agent Bank and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 22.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, Trustee on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 22.4 Any resignation under Clause 25.2 subclause 22.2 or removal under Clause 25.3 or 25.5 of the Principal Paying Agent, the Agent Bank or the Registrar under subclauses 22.3 or 22.5 shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor successor Principal Paying Agent, the Agent Bank or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, Trustee and (other than in cases of insolvency of the Principal Paying Agent, the Agent Bank or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond Trustee. Upon the appointment of a Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, the Agent so superseded shall cease to be an Agent under this Agreement.clause
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each of the Issuer and the Guarantors agrees Guarantor agrees, for the benefit of the Bond Trustee, that, for so long as any Covered Bond is outstanding, or until moneys funds for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Issuing and Paying Agent and have been returned to the Issuer or the GuarantorsGuarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Issuing and Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be)Registrar;
(b) it will so long as any Covered Bond is outstanding, maintain a Paying Agent (which may be the Principal Issuing and Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are Bond is listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or or, as the case may be, other relevant authority; and;
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of held through DTC or its nominee, there will at all times be an Exchange Agent; and
(e) it will ensure that it maintains a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26 to 27 November 2000 or any law implementing or complying with, or introduced in order to conform to any such directive, provided that the Issuer will not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in the United Statessuch Member State unless at least one European Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall Guarantor will forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments)5.5. Any variation, termination, appointment or change shall will only take effect (other than in the case of insolvency (as provided in Clause 25.5Section 26.5), when it shall will be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall will have been given to the Covered Bondholders in accordance with Condition 13 (Notices)13.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or removal under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond Trustee. Upon the appointment of a Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, the Agent so superseded shall cease to be an Agent under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each of the Issuer (1) Fiat Chrysler and the Guarantors agrees FCFE each agree that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the GuarantorsGuarantor (in the case of Guaranteed Notes), as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange;
(b) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as and, in the case may be) of CMU Notes, a CMU Lodging and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Bearer Covered BondsGuaranteed Notes) which may be is incorporated, and (ii) the Principal Paying Agent and United Kingdom, where Fiat Chrysler is the Issuer or a Transfer Agent payment is made pursuant to the Guarantee by the Guarantor (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority; and
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United StatesGuaranteed Notes). In addition, the relevant Issuer and and/or the Guarantors Guarantor (in the case of Guaranteed Notes) shall forthwith immediately appoint a Paying Agent having a specified office in the United States New York City in the circumstances described in Condition 5.5 (General provisions applicable to payments5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 13 (Notices)13.
25.2 (2) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in Clauses 25.1 and 25.4subclause (4)) at any time resign by giving at least 60 90 days' written notice to the IssuerFiat Chrysler and FCFE, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 (3) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in Clauses 25.1 and 25.4subclause (4)) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, Fiat Chrysler and/or FCFE on at least 45 days' notice in writing from Fiat Chrysler and/or FCFE (as the Issuer and the Guarantors case may be) specifying the date when the removal shall become effective.
25.4 (4) Any resignation under Clause 25.2 subclause (2) or removal under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by the Issuer and the Guarantors Fiat Chrysler and/or FCFE, of a Successor successor Principal Paying Agent or Successor RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under Clause 28clause 24. The Issuer Each of Fiat Chrysler and each of the Guarantors agree FCFE jointly and severally agrees with the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under Clause 25.2subclause (2), the Issuer Fiat Chrysler and the Guarantors FCFE have not appointed a Successor successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of the Issuer Fiat Chrysler and the GuarantorsFCFE, to appoint in its place as a Successor successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which the Issuer, the Guarantors Fiat Chrysler and the Bond Trustee FCFE shall approveapprove (such approval not to be unreasonably withheld or delayed).
25.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by the Issuer Fiat Chrysler and the Guarantors with the prior written approval of the Bond TrusteeFCFE. Upon the appointment of a Successor successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28clause 24, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) Subject to subclause (1), Fiat Chrysler and FCFE may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI).
(7) Subject to subclause (1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler and FCFE and the Principal Paying Agent at least 45 days' written notice to that effect.
(8) Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by each Issuer (failing which, other than where the Issuer is Fiat Chrysler, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16.
(9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each of the Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority; and;
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States; and
(e) the Issuer will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with or introduced in order to conform to such Directive, if any (if there is any such Member State), provided that the Issuer shall not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in a Member State of the European Union unless at least one Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments)5.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders in accordance with Condition 13 (Notices)13.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or removal under Clause Clauses 25.3 or 25.5 of the Principal Paying Agent or the Registrar shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2, the Issuer and the Guarantors have not appointed a Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond Trustee. Upon the appointment of a Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, the Agent so superseded shall cease to be an Agent under this Agreement.the
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each of the Issuer and the Guarantors agrees Guarantor agrees, for the benefit of the Bond Trustee, that, for so long as any Covered Bond is outstanding, or until moneys funds for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuer or the GuarantorsGuarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be)Registrar;
(b) it will so long as any Covered Bond is outstanding, maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are Bond is listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or or, as the case may be, other relevant authority; and;
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of held through DTC or its nominee, there will at all times be an Exchange Agent; and
(e) it will ensure that it maintains a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26 to 27 November 2000 or any law implementing or complying with, or introduced in order to conform to any such directive, provided that the Issuer will not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in the United Statessuch Member State unless at least one European Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall Guarantor will forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments)5.5. Any variation, termination, appointment or change shall will only take effect (other than in the case of insolvency (as provided in Clause 25.5Section 26.5), when it shall will be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall will have been given to the Covered Bondholders in accordance with Condition 13 (Notices)13.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses Sections 25.1 and 25.4) at any time resign by giving at least 60 days' ’ written notice to the Issuer, the Guarantors Guarantor and the Bond Trustee specifying the date on which its resignation shall will become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses Sections 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors Guarantor with the prior written approval of the Bond Trustee, which approval shall will not be unreasonably withheld, on at least 45 days' ’ notice in writing from the Issuer and the Guarantors Guarantor specifying the date when the removal shall will become effective.
25.4 Any resignation under Clause Section 25.2 or removal under Clause Sections 25.3 or 25.5 26.5 of the Principal Paying Agent or the Registrar shall will only take effect upon the appointment by the Issuer and the Guarantors Guarantor of a Successor successor Principal Paying Agent or Successor successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall will not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28Article 28 (Notification of Changes to Agents). The Issuer and each of the Guarantors Guarantor agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause Section 25.2, the Issuer and the Guarantors Guarantor have not appointed a Successor successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall will not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall will be entitled, on behalf of the Issuer and the GuarantorsGuarantor, to appoint in its place as a Successor successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors Guarantor and the Bond Trustee shall will approve.
25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Agent which shall will be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors Guarantor with the prior written approval of the Bond Trustee. Upon the appointment of a Successor successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent or when the Paying Agent is an FFI and does not become, or ceases to be, a Participating FFI, when it shall will be of immediate effect) upon expiry of the notice to be given under Clause 28Article 28 (Notification of Changes to Agents), the Agent so superseded shall will cease to be an Agent under this Agreement.
25.6 Subject to Section 25.1, the Issuer and the Guarantor may, with the prior written approval of the Bond Trustee, which approval will not be unreasonably withheld, terminate the appointment of all or any of the Agents (other than the Principal Paying Agent and the Registrar) at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect. Notwithstanding the foregoing, the Guarantor may revoke the appointment of any Agent 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.
25.7 Subject to Sections 25.1 and 25.4, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor, the Bond Trustee and the Principal Paying Agent at least 60 days’ written notice to that effect.
25.8 Upon its resignation or removal becoming effective, an Agent will:
(a) in the case of the Principal Paying Agent, any other Paying Agent and the Registrar, immediately transfer all funds and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the Issuer (and, following service of a Notice to Pay on the Guarantor, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Article 20 (Commissions and Expenses).
25.9 Upon its appointment becoming effective, a successor or new Agent will, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
25.10 Notwithstanding anything to the contrary in this Agreement, if a Rating Agency has downgraded the unsecured, unsubordinated and unguaranteed debt obligations or issuer default rating of a Paying Agent below the Paying Agent Required Ratings at any time that (a) the Guarantor is Independently Controlled and Governed, the Guarantor may, and (b) the Guarantor is not Independently Controlled and Governed, the Guarantor shall, terminate the appointment of such Paying Agent and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
25.11 Notwithstanding anything to the contrary in this Agreement, if an Issuer Event of Default (A) occurs and is continuing, or (B) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed, the Guarantor may terminate the appointment of an Agent which is the Issuer or an Affiliate of the Issuer and appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent notice in writing to that effect.
25.12 Upon any termination or resignation of an Agent hereunder, the Guarantor shall provide notice to CMHC of such termination or resignation and of such Agent’s replacement contemporaneously with the earlier of (i) notice of such termination 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 (5) Canadian Business Days following such termination or resignation and replacement (unless the replacement Agent has yet to be identified at that time, in which case notice of the replacement Agent may be provided no later than ten (10) Canadian Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Agent, and all information relating to the replacement Agent required by the CMHC Guide to be provided to CMHC in relation to the Agent and this Agreement, including any new agreement with such replacement Agent or any amendments to this Agreement in respect of such replacement Agent.
Appears in 1 contract
Samples: Agency Agreement (BMO Covered Bond Guarantor Limited Partnership)
Changes in Agents. 25.1 Each of the Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying 10.1 Any Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority; and
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or resign its nominee, there will at all times be an Exchange Agent with a specified office in the United States. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders in accordance with Condition 13 (Notices).
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) hereunder at any time resign by giving at least 60 days' written notice to the Issuer, the Guarantors and the Bond Trustee specifying Issuer may terminate the date on which its resignation shall become effective.
25.3 Each appointment of the Principal Paying any Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trusteegiving to such Agent, which approval shall not be unreasonably withheld, on at least 45 days' ’ notice in writing from to that effect, provided that no such resignation or termination of the Issuer and the Guarantors specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or removal under Clause 25.3 or 25.5 appointment of the Principal Paying Agent or the Registrar Issue Agent shall only take effect upon the appointment by until a successor has been appointed.
10.2 If any Agent resign or is removed pursuant to Clause 10.1 above, the Issuer shall promptly and the Guarantors of a Successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28. The Issuer and each of the Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 any event within 90 days before the expiry of any such notice under Clause 25.2appoint a successor (being a reputable financial institution of good standing). If the Issuer fails to appoint a successor within such period, the Issuer and the Guarantors have not appointed a Successor Principal Paying relevant Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor Principal Paying Agent or Registrar, as the case may be, select a reputable financial institution of good standing which the Issuer, the Guarantors willing to act as replacement Agent under this Agreement and the Bond Trustee Issuer shall approveappoint that financial institution as the successor Agent.
25.5 In case at any time any 10.3 Any successor Agent resignsappointed hereunder shall execute and deliver to its predecessor, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and (unless its predecessor is the Guarantors Principal Paying Agent) the Principal Paying Agent an instrument accepting such appointment hereunder, and thereupon such successor Agent, without any further act, deed or conveyance, shall become vested with all the prior written approval authority, rights, powers, trusts, immunities, duties and obligations of the Bond Trustee. Upon the appointment of a Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28, the Agent so superseded shall cease to be such predecessor with like effect as if originally named as an Agent under this Agreement.
10.4 If the appointment of any Agent hereunder is terminated (whether by the Issuer or by the resignation of such Agent), such Agent shall on the date on which such termination takes effect deliver to the successor Agent all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent any amounts which may be held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 Each of the Issuer and the Guarantors agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement:Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;Registrar; and
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may bejurisdiction within Europe, other relevant authority; and
(d) so long as than any of the Registered Global Covered Bonds payable jurisdiction in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States. In addition, which the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5 (General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Covered Bondholders in accordance with Condition 13 (Notices)any Guarantor is incorporated.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and sub- clause 25.4) at any time resign by giving at least 60 90 days' ’ written notice to the Issuer, the Guarantors and the Bond Trustee without giving any reason and without being responsible for any liabilities incurred by reason of such retirement and specifying the date on which its resignation shall become effective.effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and sub- clause 25.4) be removed at any time by the Issuer and the Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, Trustee on at least 45 90 days' ’ notice in writing from the Issuer and the Guarantors specifying the date when the removal shall become effective.. For the avoidance of doubt, the Principal Paying Agent and the Registrar shall not be responsible for any liabilities incurred by reason of its removal.
25.4 Any resignation under Clause sub-clause 25.2 or removal under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar under sub-clause 25.3 shall only take effect upon the appointment by the Issuer and the Guarantors of a Successor successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, Trustee and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28clause 27. The Each of the Issuer and each of the Guarantors agree agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause sub-clause 25.2, the Issuer and the Guarantors have not appointed a Successor successor Principal Paying Agent or Registrar, as the the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, Trustee then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantors, to appoint in its place as a Successor successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve.
25.5 . In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors with the prior written approval of the Bond Trustee. Upon the appointment of a Successor successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28clause 27, the Agent so superseded shall cease to be an Agent under this Agreement.
25.5 Subject to sub-clause 25.1, the Issuer and the Guarantors may, with the prior written approval of the Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency). For the avoidance of doubt, the other Agents shall not be responsible for any liabilities incurred by reason of such termination. If appointment of a new Agent has not become effective within 45 days of the date of such notice, the Agent shall be entitled to appoint a successor on behalf of and at the cost of the Issuer and the Guarantors.
25.6 Subject to sub-clause 25.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantors, the Trustee and the Principal Paying Agent at least 45 days’ written notice to that effect without giving any reason and without being responsible for any liabilities incurred by reason of such retirement.
25.7 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the Registrar immediately transfer all moneys and records held by it under this Agreement to the successor Agent;
(b) be entitled to have all costs in relation to its replacement (including, but not limited to, handover costs) paid by the Issuer (failing which, the Guarantors); and
(c) be entitled to the payment by the Issuer (failing which, the Guarantors) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19.
25.8 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 25.1 23.1 Each of the Issuer and the Guarantors Guarantor agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Principal Paying Agent and have been returned to the Issuer or the GuarantorsGuarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds Notes are listed on any stock exchange Stock Exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent Notes), and a Transfer Agent (in the case of Registered Covered Bonds) Notes), which may be the Registrar, with a specified office in such the place as may be required by the rules and regulations of the relevant stock exchange Stock Exchange or as the case may be, other relevant authority; and;
(db) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange a Principal Paying Agent with and a specified office Registrar; and
(c) if, and for so long as, it may be necessary (in the United Statescontext of Condition 8(i)) for a Noteholder to present any Note or Coupon to a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer or the Guarantor, as applicable, is incorporated in order to receive gross payment, there will at all such times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer or the Guarantor is incorporated. In addition, the Issuer and the Guarantors Guarantor shall forthwith with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in the United States New York City in the circumstances described in Condition 5.5 6.6 (Payments – General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 13 14 (Notices).
25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 23.4) at any time resign by giving at least 60 90 days' ’ written notice to the Issuer, the Guarantors Guarantor and the Bond Trustee specifying the date on which its resignation shall become effectiveeffective and without liability for any costs incurred by the Issuer or the Guarantor in relation to such resignation.
25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clauses 25.1 and 25.4subclause 23.4) be removed at any time by the Issuer and the Guarantors Guarantor with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, Trustee on at least 45 days' ’ notice in writing from the Issuer and the Guarantors Guarantor specifying the date when the removal shall become effective.
25.4 23.4 Any resignation under Clause 25.2 subclause 23.2 or removal under Clause 25.3 or 25.5 of the Principal Paying Agent or the Registrar under subclauses 23.3 or 23.5 shall only take effect upon the appointment by the Issuer and the Guarantors Guarantor of a Successor successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, Trustee and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 28clause 25. The Each of the Issuer and each of the Guarantors agree Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under Clause 25.2subclause 23.2, the Issuer and the Guarantors Guarantor have not appointed a Successor successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, Trustee then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the GuarantorsGuarantor, to appoint in its place as a Successor successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer, the Guarantors Guarantor and the Bond Trustee shall approve.
25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a Successor successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantors Guarantor with the prior written approval of the Bond Trustee. Upon the appointment of a Successor successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 28clause 25, the Agent so superseded shall cease to be an Agent under this Agreement.
23.6 Subject to subclause 23.1, the Issuer and the Guarantor may, with the prior written approval of the Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency, in which case the termination of appointment shall take event immediately upon notice).
23.7 Subject to subclause 23.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days’ written notice to that effect.
23.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the Issuer (failing which, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18.
23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
