Changes in Agents. 27.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer as provided herein: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent and, if the Notes are in registered form, a Registrar and Transfer Agent with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively; (c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City; (d) there will at all times be a Transfer Agent having a specified office in New York City; and (e) there will at all times be a Principal Paying Agent. In addition, the Issuer shall with the prior written approval of the Trustee forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 27.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with the Conditions. 27.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 27.4) at any time resign as such by giving at least 60 days' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 27.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 27.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer specifying such removal and the date when it shall become effective. 27.4 Any resignation under subclause 27.2 or removal under subclause 27.3 shall only take effect upon the appointment by the Issuer as hereinafter provided of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and (other than in the case of insolvency of the Principal Paying Agent or Registrar) on the expiry of the notice to be given under clause 29. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.2, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld). 27.5 In case at any time the Principal Paying Agent or Registrar resigns, or is removed, or becomes incapable of action or is adjudged a 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 thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or Registrar. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter of such appointment and (other than in case of insolvency of the Principal Paying Agent or Registrar) upon expiry of the notice to be given under clause 29 the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying Agent or Registrar hereunder. 27.6 Subject to subclause 27.1, the Issuer may, with the prior written approval of the Trustee, terminate the appointment of any of the Agents at any time and/or appoint one or more further Agents by giving to the Principal Paying Agent and to the relevant Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the Agent). 27.7 Subject to subclause 27.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld). 27.8 Upon its resignation or removal becoming effective, the relevant Agent: (a) shall, in the case of the Principal Paying Agent or the Registrar, forthwith transfer all moneys held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it to the successor Principal Paying Agent or Registrar hereunder; (b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services thereto rendered hereunder in accordance with the terms of clause 22; and (c) shall not have any further duties, obligations, liabilities or responsibilities hereunder. 27.9 Upon its appointment becoming effective, a successor or new Agent shall, without 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, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder. 27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause. 27.11 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 27.1 25.1 The Issuer agrees that, for so long as any Note Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes Covered Bonds have been made available to the Principal Paying Fiscal Agent and have been returned to the Issuer Issuer, as provided hereinin this Agreement:
(a) so long as any Notes Covered Bonds are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent andAgent, if which may be the Notes are in registered formFiscal Agent, and a Registrar and Transfer Agent Agent, 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 or any other relevant authority;
(b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively;
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Fiscal Agent with and a specified office in New York CityRegistrar;
(c) [RESERVED];
(d) there will at all times be a Transfer Paying Agent having in a specified office jurisdiction within continental Europe, other than the jurisdiction in New York Citywhich the Issuer is incorporated; and
(e) in the case of CSD Covered Bonds, there will at all times be a Principal Paying Agent. In addition, the Issuer shall an CSD Agent authorised to act as an account holding institution with the prior written approval CSD and one or more calculation agent(s) where the Terms and Conditions of the Trustee forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f)relevant CSD Covered Bonds so require. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 27.5Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders Covered Bondholders in accordance with the ConditionsCondition 14 (Notices).
27.2 25.2 Each of the Principal Paying Fiscal Agent and the Registrar may (subject as provided in subclause 27.4Clause 25.4) at any time resign as such by giving at least 60 days' ’ written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
27.3 25.3 Each of the Principal Paying Fiscal Agent and the Registrar may (subject as provided in subclause 27.4Clause 25.4) may be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 days' ’ notice by the filing with it of an instrument in writing signed on behalf of from the Issuer specifying such removal and the date when it the removal shall become effective.
27.4 25.4 Any resignation under subclause 27.2 Clause 25.2 or removal of the Fiscal Agent or the Registrar under subclause 27.3 Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer as hereinafter provided of a successor Principal Paying Fiscal Agent or Registrar approved in writing by Registrar, as the Trustee case may be, and (other than in the case cases of insolvency of the Principal Paying Fiscal Agent or Registrar, as the case may be) on the expiry of the notice to be given under clause 29Xxxxxx 27. The Issuer agrees with the Principal Paying Fiscal Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.2Clause 25.2, the Issuer has not appointed a successor Principal Paying Fiscal Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Fiscal Agent or Registrar Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld)approve.
27.5 25.5 In case at any time the Principal Paying any Agent or Registrar resigns, or is removed, or becomes incapable of action acting or is adjudged a 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 thereofof 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 Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or RegistrarIssuer. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Principal Paying Agent or Registrarwhen it shall be of immediate effect) upon expiry of the notice to be given under clause 29 Clause 27, the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying an Agent or Registrar hereunderunder this Agreement.
27.6 25.6 Subject to subclause 27.1Clause 25.1, the Issuer may, after prior consultation with the prior written approval of the TrusteeFiscal 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 Fiscal Agent and to the relevant other Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency of the Agentinsolvency, on notice in writing to that effect).
27.7 25.7 Subject to subclause 27.1Clause 25.1, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments hereunder under this Agreement at any time by giving the Issuer, the Trustee Issuer and the Principal Paying Fiscal Agent at least 45 days' ’ written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.8 25.8 Upon its resignation or removal becoming effective, the relevant Agentan Agent shall:
(a) shall, in the case of the Principal Paying Agent Fiscal Agent, or the Registrar, forthwith immediately transfer all moneys and records held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it under this Agreement to the successor Principal Paying Agent or Registrar hereunder;Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services thereto rendered hereunder under this Agreement before termination in accordance with the terms of clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunderClause 20.
27.9 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, 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 the same effect as if originally named as an Agent hereunder, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of under this clause, held by its predecessor hereunderAgreement.
27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 25.10 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes Covered Bonds and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable)Agent.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 27.1 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer (whichever is earlier), as provided hereinin this Agreement:
(a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent andAgent, if which may be the Notes are in registered formPrincipal Paying Agent, and a Registrar and Transfer Agent Agent, 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 or any other relevant authority;
(b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively;
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City;
(d) there will at all times be a Transfer Agent having a specified office in New York City; and
(e) there will at all times be a Principal Paying AgentAgent and a Registrar; and
(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. In addition, the Issuer shall with the prior written approval of the Trustee forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f11 (Agents). Any variation, termination, appointment or change of an Agent shall only take effect (other than in the case of insolvency (as provided in subclause 27.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with the ConditionsCondition 13 (Notices).
27.2 Each of the 23.2 The Principal Paying Agent Agent, the Registrar and the Registrar Transfer Agent may (subject as provided in subclause 27.423.4) at any time resign as such without assigning any reason by giving at least 60 days' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
27.3 Each of the 23.3 The Principal Paying Agent Agent, the Registrar and the Registrar Transfer Agent may (subject as provided in subclause 27.423.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 45 days' notice by the filing with it of an instrument in writing signed on behalf of from the Issuer specifying such removal and the date when it the removal shall become effective.
27.4 23.4 Any resignation under subclause 27.2 23.2 or removal of the Principal Paying Agent or the Registrar or the Transfer Agent under subclause 27.3 subclauses 23.3 or 23.5 shall only take effect upon the appointment by the Issuer as hereinafter provided of a successor Principal Paying Agent or Registrar approved in writing by or Transfer Agent, as the Trustee case may be, and (other than in the case cases of insolvency of the Principal Paying Agent or Registrarthe Registrar or the Transfer Agent, as the case may be) on the expiry of the notice to be given under clause 29Clause 25. The Issuer agrees with the Principal Paying Agent Agent, the Registrar and the Registrar Transfer Agent that if, by the day falling ten 10 days before the expiry of any notice under subclause 27.223.2, the Issuer has not appointed a successor Principal Paying Agent or RegistrarRegistrar or Transfer Agent, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or RegistrarRegistrar or the Transfer Agent, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent or Registrar in its place or Transfer Agent, as the case may be, a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld)approve.
27.5 23.5 In case at any time the Principal Paying any Agent or Registrar resigns, or is removed, or becomes incapable of action acting or is adjudged a 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 thereofof 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 Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or RegistrarIssuer. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Principal Paying Agent or Registrarwhen it shall be of immediate effect) upon expiry of the notice to be given under clause 29 Clause 25, the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying an Agent or Registrar hereunderunder this Agreement.
27.6 23.6 Subject to subclause 27.123.1, the Issuer may, after prior consultation with the prior written approval of the TrusteePrincipal 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 of the Agentinsolvency).
27.7 23.7 Subject to subclause 27.123.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar and the Transfer Agent) may resign their respective appointments hereunder under this Agreement at any time by giving the Issuer, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.8 23.8 Upon its resignation or removal becoming effective, the relevant Agentan Agent shall:
(a) shall, in the case of the Principal Paying Agent or and the Registrar, forthwith immediately transfer all moneys and records held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it under this Agreement to the successor Principal Paying Agent or Registrar hereunder;Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services thereto rendered hereunder under this Agreement before termination in accordance with the terms of clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunderClause 18.
27.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, 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 the same effect as if originally named as an Agent hereunder, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder.
27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in under this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 27.1 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer Issuer, as provided herein:
(a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent andAgent, if which may be the Notes are in registered formPrincipal Paying Agent, and a Registrar and Transfer Agent Agent, which may be a Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityauthority or authorities;
(b) if the Notes are in registered form, there will at all times be a Registrar Principal Paying Agent and a Transfer Agent having a specified office outside the United Kingdom and London respectively;at least one Registrar; and
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City;
(d) there will at all times be a Transfer Agent having a specified office in New York City; and
(e) there will at all times be a Principal Paying Agent. In addition, the Issuer shall with the prior written approval of the Trustee forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 27.524.5 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 Noteholders in accordance with the ConditionsCondition 14.
27.2 24.2 Each of the Principal Paying Agent and the Registrar Registrars may (subject as provided in subclause 27.424.4 below) at any time resign as such by giving at least 60 90 days' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
27.3 24.3 Each of the Principal Paying Agent and the Registrar Registrars may (subject as provided in subclause 27.424.4 below) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer specifying such removal and the date when it shall become effective.
27.4 24.4 Any resignation under subclause 27.2 24.2 or removal of the Principal Paying Agent or a Registrar under subclause 27.3 subclauses 24.3 or 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided provided, of a successor Principal Paying Agent or Registrar approved in writing by a Registrar, as the Trustee case may be, and (other than in the case cases of insolvency of the Principal Paying Agent or a Registrar, as the case may be) on the expiry of the notice to be given under clause 2926. The Issuer agrees with the Principal Paying Agent and the Registrar Registrars that if, by the day falling ten days before the expiry of any notice under subclause 27.224.2, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or the relevant Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheldwithheld or delayed).
27.5 24.5 In case at any time the Principal Paying any Agent or Registrar resigns, or is removed, or becomes incapable of action acting or is adjudged a 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 thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law 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 Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or Registrarsuccessor. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter it of such appointment and (other than in case of insolvency of the Principal Paying Agent or Registrarwhen it shall be of immediate effect) upon expiry of the notice to be given under clause 29 26 the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying an Agent or Registrar hereunder.
27.6 24.6 Subject to subclause 27.124.1, the Issuer may, after prior consultation with the prior written approval of the TrusteePrincipal 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 of the Agentinsolvency).
27.7 24.7 Subject to subclause 27.124.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the Issuer, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.8 24.8 Upon its resignation or removal becoming effective, the relevant Agentan Agent shall:
(a) shall, in the case of the Principal Paying Agent or Agent, the RegistrarRegistrars and the Exchange Agent, forthwith transfer all moneys and records held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it hereunder to the successor Principal Paying Agent or Registrar hereunder;xxxxxxxxx; and
(b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services thereto theretofore rendered hereunder in accordance with the terms of clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunder19.
27.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without 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, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder.
27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 27.1 25.1 The Issuer agrees Issuers agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer relevant Issuer, as provided hereinin this Agreement:
(a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent and, if the Notes are in registered form, and a Registrar and Transfer Agent with a specified office in such the place as may be (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively;
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City;
(d) there will at all times be a Transfer Agent having a specified office in New York City; and
(eb) there will at all times be a Principal Paying AgentAgent and a Registrar. In addition, the Issuer shall with the prior written approval CBA (on behalf of the Trustee forthwith Issuers) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f). 7(d) Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 27.525.5), when it shall be of immediate effect, or of any Paying Agent failing to become or ceasing to be a Participating FFI, when it shall be of immediate effect on appointment of a successor) after not less than 30 nor more than 45 15 days' prior notice thereof shall have been given to the Noteholders in accordance with the ConditionsCondition 16.
27.2 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 27.425.4) at any time resign as such by giving at least 60 30 days' written notice to the Issuer and the Trustee of such intention on its part, CBA specifying the date on which its desired resignation shall become effective.
27.3 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 27.425.4) be removed at any time by the Issuer with the prior written approval of the Trustee CBA on at least 60 30 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer from CBA specifying such removal and the date when it the removal shall become effective.
27.4 25.4 Any resignation under subclause 27.2 25.2 or removal of the Principal Paying Agent or the Registrar under subclause 27.3 subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuer as hereinafter provided CBA of a successor Principal Paying Agent or Registrar approved in writing by Registrar, as the Trustee case may be, and (other than in the case cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be, or of the Principal Paying Agent failing to become or ceasing to be a Participating FFI) on the expiry of the notice to be given under clause 2927. The Issuer CBA agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 7 days before the expiry of any notice under subclause 27.225.2, the Issuer CBA has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuerCBA, to appoint as a successor Principal Paying Agent or Registrar Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Trustee CBA shall approve (such approval not to be unreasonably withheldwithheld or delayed).
27.5 25.5 In case at any time the Principal Paying any Agent or Registrar resigns, or is removed, or becomes incapable of action acting or is adjudged a 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 thereofof 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 liquidationliquidation or, at any time, any Paying Agent fails to become or ceases to be a Participating FFI, the appointment of such Agent shall terminate automatically and a successor Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or RegistrarCBA. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Principal Agent, when it shall be of immediate effect or the failure of any Paying Agent to become or Registrarbe a Participating FFI, when it shall be of immediate effect on such appointment of a successor) upon expiry of the notice to be given under clause 29 27, the Principal Paying Agent or Registrar so superseded shall cease to be an Agent under this Agreement.
25.6 Subject to subclause 25.1, CBA may, after prior consultation with the Principal Paying Agent or Registrar hereunder.
27.6 Subject to subclause 27.1, the Issuer may, with the prior written approval of the TrusteeAgent, 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 30 days' notice in writing to that effect (other than in the case of insolvency or of the Agenta Paying Agent failing to become or ceasing to be a Participating FFI).
27.7 25.7 Subject to subclause 27.125.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder under this Agreement at any time by giving to each of the Issuer, the Trustee Issuers and the Principal Paying Agent at least 45 30 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.8 25.8 Upon its resignation or removal becoming effective, the relevant Agentan Agent shall:
(a) shall, in the case of the Principal Paying Agent or and the Registrar, forthwith immediately transfer all moneys and records (except such records as it may be prevented by law or regulation from so transferring) held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it under this Agreement to the successor Principal Paying Agent or Registrar hereunder;Agent; and
(b) shall be entitled to the payment by the relevant Issuer (failing which the Guarantor, where the relevant Issuer is ASB Finance) of its the commissions, fees and expenses for the payable in respect of its services thereto rendered hereunder under this Agreement before termination in accordance with the terms of clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunder19.
27.9 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, 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 the same effect as if originally named as an Agent hereunder, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder.
27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in under this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 27.1 21.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Fiscal Agent and have been returned to the Issuer Issuer, as provided hereinin this Agreement:
(a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent andAgent, if which may be the Notes are in registered form, a Registrar and Transfer Fiscal Agent with a specified office in such the place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively;Fiscal Agent; and
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City;
(d) there will at all times be a Transfer Paying Agent having in a specified office jurisdiction within Europe, other than the jurisdiction in New York City; and
(e) there will at all times be a Principal Paying Agentwhich the Issuer is incorporated. In addition, the Issuer shall with the prior written approval of the Trustee forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f5.4 (Payments – General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 27.521.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with the ConditionsCondition 13 (Notices).
27.2 Each of the Principal Paying 21.2 The Fiscal Agent and the Registrar may (subject as provided in subclause 27.421.4) at any time resign as such by giving at least 60 45 days' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
27.3 Each of the Principal Paying 21.3 The Fiscal Agent and the Registrar may (subject as provided in subclause 27.421.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 45 days' notice by the filing with it of an instrument in writing signed on behalf of from the Issuer specifying such removal and the date when it the removal shall become effective.
27.4 21.4 Any resignation under subclause 27.2 21.2 or removal of the Fiscal Agent under subclause 27.3 subclauses 21.3 or 21.5 shall only take effect upon the appointment by the Issuer as hereinafter provided of a successor Principal Paying Fiscal Agent or Registrar approved in writing by the Trustee and (other than in the case cases of insolvency of the Principal Paying Agent or RegistrarFiscal Agent) on the expiry of the notice to be given under clause 2923. The Issuer agrees with the Principal Paying Fiscal Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under subclause 27.221.2, the Issuer has not appointed a successor Principal Paying Fiscal Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Fiscal Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld)approve.
27.5 21.5 In case at any time the Principal Paying any Agent or Registrar resigns, or is removed, or becomes incapable of action acting or is adjudged a 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 thereofof 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 Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or RegistrarIssuer. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Principal Paying Agent or Registrarwhen it shall be of immediate effect) upon expiry of the notice to be given under clause 29 23, the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying an Agent or Registrar hereunderunder this Agreement.
27.6 21.6 Subject to subclause 27.121.1, the Issuer may, after prior consultation with the prior written approval of the TrusteeFiscal 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 Fiscal Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the Agentinsolvency).
27.7 21.7 Subject to subclause 27.121.1, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments hereunder under this Agreement at any time by giving the Issuer, the Trustee Issuer and the Principal Paying Fiscal Agent at least 45 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.8 21.8 Upon its resignation or removal becoming effective, the relevant Agentan Agent shall:
(a) shall, in the case of the Principal Paying Agent or the RegistrarFiscal Agent, forthwith immediately transfer all moneys and records held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it under this Agreement to the successor Principal Paying Agent or Registrar hereunder;Agent; and
(b) shall be entitled to the payment by the Issuer of its the commissions, fees and expenses for the payable in respect of its services thereto rendered hereunder under this Agreement before termination in accordance with the terms of clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunder16.
27.9 21.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, 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 the same effect as if originally named as an Agent hereunder, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder.
27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in under this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents.
27.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer as provided herein:
(a) so long as any Notes are listed on any Stock Exchange or admitted to listing trading by any other relevant authority, there will at all times be a Paying Agent and, if the Notes are in registered form, a Registrar and Transfer Agent with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively;
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City;
(d) there will at all times be a Transfer Agent having a specified office in New York City; and
(ed) there will at all times be a Principal Paying Agent. In addition, the Issuer shall with the prior written approval of the Trustee forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 27.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with the Conditions.
27.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 27.4) at any time resign as such by giving at least 60 days' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
27.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 27.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer specifying such removal and the date when it shall become effective.effective.
27.4 Any resignation under subclause 27.2 or removal under subclause 27.3 shall only take effect upon the appointment by the Issuer as hereinafter provided of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and (other than in the case of insolvency of the Principal Paying Agent or Registrar) on the expiry of the notice to be given under clause 29. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.2, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.5 In case at any time the Principal Paying Agent or Registrar resigns, or is removed, or becomes incapable of action or is adjudged a 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 thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or Registrar. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter of such appointment and (other than in case of insolvency of the Principal Paying Agent or Registrar) upon expiry of the notice to be given under clause 29 the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying Agent or Registrar hereunder.hereunder.
27.6 Subject to subclause 27.1, the Issuer may, with the prior written approval of the Trustee, terminate the appointment of any of the Agents at any time and/or appoint one or more further Agents by giving to the Principal Paying Agent and to the relevant Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the Agent).
27.7 Subject to subclause 27.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.8 Upon its resignation or removal becoming effective, the relevant Agent:
(a) shall, in the case of the Principal Paying Agent or the Registrar, forthwith transfer all moneys held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it to the successor Principal Paying Agent or Registrar hereunder;
(b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services thereto rendered hereunder in accordance with the terms of clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunder.
27.9 Upon its appointment becoming effective, a successor or new Agent shall, without 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, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder.
27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 27.1 The 24.1 Each of the Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantor, as the case may be, as provided hereinin this Agreement:
(a) 24.1.1 so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent andAgent, if which may be the Notes are in registered formPrincipal Paying Agent, and a Registrar and Transfer Agent Agent, which may be the relevant Registrar, with a specified office in such the place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) if the Notes are in registered form, 24.1.2 there will at all times be a Registrar Principal Paying Agent and a Transfer Agent having a specified office outside the United Kingdom and London respectively;relevant Registrar; and
(c) 24.1.3 so long as any of the Registered Global Notes payable are registered in the name of a Specified Currency other than U.S. dollars are held through DTC or its nomineenominee for DTC, there will at all times be an Exchange Agent with a specified office in New York City;
(d) there will at all times be a Transfer Agent having a specified office in New York City; and
(e) there will at all times be a Principal Paying Agent. In addition, the Issuer and the Guarantor shall with the prior written approval of the Trustee forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 27.5Clause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with the ConditionsCondition 14.
27.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 27.4) Clause 24.4 at any time resign as such by giving at least 60 days' ’ written notice to the Issuer and the Trustee of such intention on its part, Guarantor specifying the date on which its desired resignation shall become effective.
27.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 27.4) Clause 24.4 be removed at any time by the Issuer with and the prior written approval of the Trustee Guarantor on at least 60 30 days' ’ notice by the filing with it of an instrument in writing signed on behalf of from the Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective.
27.4 24.4 Any resignation under subclause 27.2 Clause 24.2 or removal of the Principal Paying Agent or the Registrar under subclause 27.3 Clauses 24.3 or 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided and the Guarantor of a successor Principal Paying Agent or Registrar approved in writing by Registrar, as the Trustee case may be, and (other than in the case 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 29Clause 26 (Notification of changes to Agents). The Each of the Issuer and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.2Clause 24.2, the Issuer has and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf and at the expense of the IssuerIssuer and the Guarantor, to appoint as a successor Principal Paying Agent or Registrar Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Trustee Guarantor shall approve (such approval not to be unreasonably withheldwithheld or delayed).
27.5 24.5 In case at any time the Principal Paying any Agent or Registrar resigns, or is removed, or becomes incapable of action acting or is adjudged a 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 thereofof 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 Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer with and the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or RegistrarGuarantor. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter it of such its appointment and (other than in the case of insolvency of the Principal Paying Agent or Registrarwhen it shall be of immediate effect) upon expiry of the notice to be given under clause 29 Clause 26 (Notification of changes to Agents), the Principal Paying Agent or Registrar so superseded shall cease to be an Agent under this Agreement.
24.6 Subject to Clause 24.2, the Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent or Registrar hereunder.
27.6 Subject to subclause 27.1, the Issuer may, with the prior written approval of the TrusteeAgent, 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 of the Agentinsolvency).
27.7 24.7 Subject to subclause 27.1Clause 24.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder under this Agreement at any time by giving the Issuer, the Trustee Guarantor and the Principal Paying Agent at least 45 days' ’ written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.8 24.8 Upon its resignation or removal becoming effective, the relevant Agentan Agent shall:
(a) shall, 24.8.1 in the case of the Principal Paying Agent or Agent, the RegistrarRegistrar and the Exchange Agent, forthwith immediately transfer all moneys and records held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it under this Agreement to the successor Principal Paying Agent or Registrar hereunder;Agent; and
(b) shall 24.8.2 be entitled to the payment by the Issuer (failing which the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services thereto rendered hereunder under this Agreement before termination in accordance with the terms of clause 22; and
Clause 19 (c) shall not have any further duties, obligations, liabilities or responsibilities hereunderCommissions and Expenses).
27.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, 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 the same effect as if originally named as an Agent hereunder, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder.
27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in under this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).
Appears in 1 contract
Samples: Not Specified in the Provided Text
Changes in Agents. 27.1 22.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer as provided hereinin this Agreement:
(a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent andAgent, if which may be the Notes are in registered formPrincipal Paying Agent, and a Registrar and Transfer Agent Agent, 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 or any other relevant authority;
(b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively;
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City;
(d) there will at all times be a Transfer Agent having a specified office in New York City; and
(e) there will at all times be a Principal Paying AgentAgent 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 fails to be performed, the Issuer will appoint and (for so long as such function is required to be performed) there will at all times be an Agent Bank. In addition, the Issuer shall with the prior written approval of the Trustee forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.6 of the final paragraph Senior Notes or, as the case may be, Condition 6.5 of Condition 6(f)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 subclause 27.522.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with the Conditions.
27.2 Each Condition 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 subclause 27.422.4) at any time resign as such by giving at least 60 days' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.effective.
27.3 Each of the 22.3 The Principal Paying Agent, the Agent Bank and the Registrar may (subject as provided in subclause 27.422.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 45 days' notice by the filing with it of an instrument in writing signed on behalf of from the Issuer specifying such removal and the date when it the removal shall become effective.effective.
27.4 22.4 Any resignation under subclause 27.2 22.2 or removal of the Principal Paying Agent, the Agent Bank or the Registrar under subclause 27.3 subclauses 22.3 or 22.5 shall only take effect upon the appointment by the Issuer as hereinafter provided of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and (other than in the case of insolvency of the Principal Paying Agent or Registrar) on the expiry of the notice to be given under clause 29. The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.2Agent, the Issuer has not appointed a successor Principal Paying Agent Bank or Registrar, as the case may be, approved in writing by the Trustee then and (other than in cases of insolvency of the Principal Paying Agent, the Agent Bank or the Registrar, as the case may be, shall be entitled, ) on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.5 In case at any time the Principal Paying Agent or Registrar resigns, or is removed, or becomes incapable of action or is adjudged a 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 thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or Registrar. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter of such appointment and (other than in case of insolvency of the Principal Paying Agent or Registrar) upon expiry of the notice to be given under clause 29 the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying Agent or Registrar hereunder.
27.6 Subject to subclause 27.1, the Issuer may, with the prior written approval of the Trustee, terminate the appointment of any of the Agents at any time and/or appoint one or more further Agents by giving to the Principal Paying Agent and to the relevant Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the Agent).
27.7 Subject to subclause 27.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.8 Upon its resignation or removal becoming effective, the relevant Agent:
(a) shall, in the case of the Principal Paying Agent or the Registrar, forthwith transfer all moneys held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it to the successor Principal Paying Agent or Registrar hereunder;
(b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services thereto rendered hereunder in accordance with the terms of clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunder.
27.9 Upon its appointment becoming effective, a successor or new Agent shall, without 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, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder.
27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. 27.1 The 24.1 Each of the Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantor, as the case may be, as provided hereinin this Agreement:
(a) so long as any Notes are listed on any Stock Exchange or admitted to listing trading by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying Agent and(in the case of Bearer Notes), if the Notes are in registered form, and a Registrar and Transfer Agent (in the case of Registered 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 or any other relevant authority;
(b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively;
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City;
(d) there will at all times be a Transfer Agent having a specified office in New York City; and
(e) there will at all times be a Principal Paying AgentAgent and a Registrar; and
(c) if, and for so long as, it may be necessary (in the context of Condition 8(a)) 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 shall with the prior written approval of the Trustee forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f6.6 (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 subclause 27.524.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with the Conditions.Condition 14 (Notices).
27.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 27.424.4) at any time resign as such by giving at least 60 90 days' ’ written notice to the Issuer Issuer, the Guarantor and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.effective and without liability for any costs incurred by the Issuer in relation to such resignation.
27.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 27.424.4) be removed at any time by the Issuer and the Guarantor with the prior written approval of the Trustee on at least 60 45 days' ’ notice by the filing with it of an instrument in writing signed on behalf of from the Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective.effective.
27.4 24.4 Any resignation under subclause 27.2 24.2 or removal of the Principal Paying Agent or the Registrar under subclause 27.3 subclauses 24.3 or 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided and the Guarantor of a successor Principal Paying Agent or Registrar Registrar, as the case may be, approved in writing by the Trustee and (other than in the case 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 2926. The Each of the Issuer and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under subclause 27.224.2, the Issuer has and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuerIssuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar in its place Registrar, as the case may be, a reputable financial institution of good standing which the Issuer Issuer, the Guarantor and the Trustee shall approve (such approval not to be unreasonably withheld).approve.
27.5 24.5 In case at any time the Principal Paying any Agent or Registrar resigns, or is removed, or becomes incapable of action acting or is adjudged a 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 thereofof 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 Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantor with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or RegistrarTrustee. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Principal Paying Agent or Registrarwhen it shall be of immediate effect) upon expiry of the notice to be given under clause 29 26, the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying an Agent or Registrar hereunderunder this Agreement.
27.6 24.6 Subject to subclause 27.124.1, 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 insolvency, in which case the termination of the Agentappointment shall take event immediately upon notice).
27.7 24.7 Subject to subclause 27.124.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder 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. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).effect.
27.8 24.8 Upon its resignation or removal becoming effective, the relevant Agentan Agent shall:
(a) shall, in the case of the Principal Paying Agent or and the Registrar, forthwith immediately transfer all moneys and records held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it under this Agreement to the successor Principal Paying Agent or Registrar hereunder;Agent; and
(b) shall be entitled to the payment by the Issuer (failing which, the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services thereto rendered hereunder under this Agreement before termination in accordance with the terms of clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunder19.
27.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, 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 the same effect as if originally named as an Agent hereunder, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder.
27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in under this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).
Appears in 1 contract
Samples: Supplemental Agency Agreement
Changes in Agents. 27.1 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer Issuer, as provided herein:
(a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent andAgent, if which may be the Notes are in registered formPrincipal Paying Agent, and a Registrar and Transfer Agent Agent, which may be a Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityauthority or authorities;
(b) if the Notes are in registered form, there will at all times be a Registrar Principal Paying Agent and a Transfer Agent having a specified office outside the United Kingdom and London respectively;at least one Registrar; and
(c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City;
(d) there will at all times be a Transfer Agent having a specified office in New York City; and
(e) there will at all times be a Principal Paying Agent. In addition, the Issuer shall with the prior written approval of the Trustee forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 27.523.5 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 Noteholders in accordance with the ConditionsCondition 14.
27.2 23.2 Each of the Principal Paying Agent and the Registrar Registrars may (subject as provided in subclause 27.423.4 below) at any time resign as such by giving at least 60 90 days' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.
27.3 23.3 Each of the Principal Paying Agent and the Registrar Registrars may (subject as provided in subclause 27.423.4 below) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer specifying such removal and the date when it shall become effective.
27.4 23.4 Any resignation under subclause 27.2 23.2 or removal of the Principal Paying Agent or a Registrar under subclause 27.3 subclauses 23.3 or 23.5 shall only take effect upon the appointment by the Issuer as hereinafter provided provided, of a successor Principal Paying Agent or Registrar approved in writing by a Registrar, as the Trustee case may be, and (other than in the case cases of insolvency of the Principal Paying Agent or a Registrar, as the case may be) on the expiry of the notice to be given under clause 2925. The Issuer agrees with the Principal Paying Agent and the Registrar Registrars that if, by the day falling ten days before the expiry of any notice under subclause 27.223.2, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or the relevant Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheldwithheld or delayed).
27.5 23.5 In case at any time the Principal Paying any Agent or Registrar resigns, or is removed, or becomes incapable of action acting or is adjudged a 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 thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law 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 Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee by an instrument in writing filed with the successor Principal Paying Agent or Registrarsuccessor. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by the latter it of such appointment and (other than in case of insolvency of the Principal Paying Agent or Registrarwhen it shall be of immediate effect) upon expiry of the notice to be given under clause 29 25 the Principal Paying Agent or Registrar so superseded shall cease to be the Principal Paying an Agent or Registrar hereunder.
27.6 23.6 Subject to subclause 27.123.1, the Issuer may, after prior consultation with the prior written approval of the TrusteePrincipal 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 of the Agentinsolvency).
27.7 23.7 Subject to subclause 27.123.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the Issuer, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld).
27.8 23.8 Upon its resignation or removal becoming effective, the relevant Agentan Agent shall:
(a) shall, in the case of the Principal Paying Agent or Agent, the RegistrarRegistrars and the Exchange Agent, forthwith transfer all moneys and records held by it hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it hereunder to the successor Principal Paying Agent or Registrar hereunder;; and
(b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services thereto theretofore rendered hereunder in accordance with the terms of clause 22; and
(c) shall not have any further duties, obligations, liabilities or responsibilities hereunder18.
27.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without 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, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder.
27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause.
27.11 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).
Appears in 1 contract
Samples: Agency Agreement
