Changes in Agents. (1) Fiat Chrysler and FCFE each 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange; (b) there will at all times be a Principal Paying Agent and, in the case of CMU Notes, a CMU Lodging and Paying Agent; (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes). In addition, the relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13. (2) Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) at any time resign by giving at least 90 days' written notice to Fiat Chrysler and FCFE, specifying the date on which its resignation shall become effective. (3) Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) be removed at any time by Fiat Chrysler and/or FCFE on at least 45 days' notice in writing from Fiat Chrysler and/or FCFE (as the case may be) specifying the date when the removal shall become effective. (4) Any resignation under subclause (2) or removal of the Principal Paying Agent or the CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by Fiat Chrysler and/or FCFE, of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 24. Each of Fiat Chrysler and FCFE jointly and severally agrees with the Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause (2), Fiat Chrysler and FCFE have not appointed a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of Fiat Chrysler and FCFE, to appoint as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which Fiat Chrysler and FCFE shall approve (such approval not to be unreasonably withheld or delayed). (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by Fiat Chrysler and FCFE. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24, the Agent so superseded shall cease to be an Agent under this Agreement. (6) Subject to subclause (1), Fiat Chrysler and FCFE may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI). (7) Subject to subclause (1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler and FCFE and the Principal Paying Agent at least 45 days' written notice to that effect. (8) Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by each Issuer (failing which, other than where the Issuer is Fiat Chrysler, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16. (9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. (10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent. (11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. (1) Fiat Chrysler
23.1 Each of the Issuer and FCFE each agree 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes)Guarantor, as the case may be, as provided in this Agreement:Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange;
(b) there will at all times be a Principal Paying Agent Agent, a Registrar and, if and for so long as any calculation or determination is required to be made under the Conditions in respect of any Note by a Calculation Agent, a Calculation Agent; and
(b) so long as the 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 (in the case of CMU Bearer Notes, ) and a CMU Lodging Transfer Agent (in the case of Registered Notes) with a specified office in such place as may be required by the rules and Paying Agent;regulations of the relevant stock exchange or other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes). In addition, the relevant Issuer and/or and the Guarantor (in the case of Guaranteed Notes) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d7.6 (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 (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (1123.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall have been given to the Noteholders in accordance with Condition 1315 (Notices).
(2) 23.2 Each of the Principal Paying Agent and the CMU Lodging and Paying Agent Registrar may (without needing to give any reason and without any liability therefor and subject as provided in subclause (4)23.4) at any time resign by giving at least 90 45 days' ’ written notice to Fiat Chrysler the Issuer, the Guarantor and FCFE, the Trustee specifying the date on which its resignation shall become effective.effective.
(3) 23.3 Each of the Principal Paying Agent and the CMU Lodging and Paying Agent Registrar may (subject as provided in subclause (4)23.4) be removed at any time by Fiat Chrysler and/or FCFE the Issuer and the Guarantor on at least 45 days' ’ notice in writing from Fiat Chrysler and/or FCFE (as the case may be) Issuer and the Guarantor specifying the date when the removal shall become effective.effective.
(4) 23.4 Any resignation under subclause (2) 23.2 or removal of the Principal Paying Agent or the CMU Lodging and Paying Agent Registrar under subclause (3) subclauses 23.3 or (5) 23.5 shall only take effect upon the appointment by Fiat Chrysler and/or FCFE, the Issuer and the Guarantor of a successor Principal Paying Agent or CMU Lodging and Paying AgentRegistrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agentthe Registrar, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 2425. Each of Fiat Chrysler the Issuer and FCFE jointly and severally the Guarantor agrees with the Principal Paying Agent and the CMU Lodging and Paying Agent Registrar that if, by the day falling 10 days before the expiry of any notice under subclause (2)23.2, Fiat Chrysler the Issuer and FCFE the Guarantor have not appointed a successor Principal Paying Agent or CMU Lodging and Paying AgentRegistrar, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying AgentRegistrar, as the case may be, shall be entitled, on behalf of Fiat Chrysler the Issuer and FCFEthe Guarantor, to appoint in its place as a successor Principal Paying Agent or CMU Lodging and Paying AgentRegistrar, as the case may be, in its place a reputable and experienced financial institution of good standing which Fiat Chrysler the Issuer, the Guarantor and FCFE the Trustee shall approve (such in writing, which approval shall not to be unreasonably withheld or delayed).delayed.
(5) 23.5 In case at any time any Agent (a) resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law 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 (b) fails duly or for an extended period of time to perform its functions and duties under the Conditions and this Agreement, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by Fiat Chrysler the Issuer and FCFEthe Guarantor with the prior written approval of the Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2425, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) 23.6 Subject to subclause (1)23.1, Fiat Chrysler the Issuer and FCFE the Guarantor may, after prior consultation with the Principal Paying Agentprior 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 or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFIinsolvency).
(7) 23.7 Subject to subclause (1)23.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler and FCFE the Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' ’ written notice to that effect.
(8) 23.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, Registrar immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by each the Issuer (failing which, other than where the Issuer is Fiat Chrysler, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1618.
(9) 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. (1) Fiat Chrysler and FCFE each agree 21.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may beIssuer, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock ExchangeExchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and, in the case of CMU Notes, a CMU Lodging and Paying Agent;
(c) if at any time (i) any withholding or deduction of any amount for or on account of any taxes or duties upon the Notes or Coupons is required upon the Notes or Coupons being presented for payment in the United Kingdom; and (ii) such withholding or deduction would not be required were the Notes or Coupons to be presented for payment outside the United Kingdom, there will at all such times be a Paying Agent in a jurisdiction within Europe, other than or in addition to the Tax Jurisdiction; and
(id) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes)an Agent Bank. In addition, the relevant Issuer and/or shall with the Guarantor (in prior written approval of the case of Guaranteed Notes) shall Note Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d8.4 (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 (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (1121.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1316 (Notices).
(2) Each of the 21.2 The Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)21.4) at any time resign (without obligation to give reasons therefor and without any responsibility for costs occasioned thereby) by giving at least 90 60 days' written notice to Fiat Chrysler the Issuer and FCFE, the Note Trustee specifying the date on which its resignation shall become effective.
(3) Each of the 21.3 The Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)21.4) be removed at any time by Fiat Chrysler and/or FCFE the Issuer with the prior written approval of the Note Trustee on at least 45 days' notice in writing from Fiat Chrysler and/or FCFE (as the case may be) Issuer specifying the date when the removal shall become effective.
(4) 21.4 Any resignation under subclause (2) 21.2 or removal of the Principal Paying Agent under subclauses 21.3 or the CMU Lodging and Paying Agent under subclause (3) or (5) 21.5 shall only take effect upon the appointment by Fiat Chrysler and/or FCFE, the Issuer of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as approved in writing by the case may be, Note Trustee and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 2423. Each of Fiat Chrysler and FCFE jointly and severally The Issuer agrees with the Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause (2)21.2, Fiat Chrysler and FCFE have the Issuer has not appointed a successor Principal Paying Agent or CMU Lodging and Paying Agent, as approved in writing by the case may be, Note Trustee then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of Fiat Chrysler and FCFEthe Issuer, to appoint in its place as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which Fiat Chrysler and FCFE the Note Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve.
(5) 21.5 In case at any time any time:
(a) an Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or
(b) in the case of the Agent Bank, a successor it fails to determine the Rate of Interest, the Interest Amount and an Interest Period as provided in the Conditions and this Agreement, the Issuer may with the prior written approval of the Note Trustee forthwith without notice terminate the appointment of the relevant Agent, in which event (save with respect to the termination of the appointment of the Agent which Bank) notice shall be a reputable and experienced financial institution of good standing may be appointed by Fiat Chrysler and FCFEgiven to the Noteholders under Condition 16 (Notices) as soon as practicable. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2423, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) 21.6 Subject to subclause (1)21.1, Fiat Chrysler and FCFE the Issuer may, after prior consultation with the Principal Paying Agentprior written approval of the Note 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 or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFIinsolvency).
(7) 21.7 Subject to subclause (1)21.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler and FCFE the Issuer, the Note Trustee and the Principal Paying Agent at least 45 days' written notice to that effect.
(8) 21.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Principal Paying Agent; and
(b) be entitled to the payment by each Issuer (failing which, other than where the Issuer is Fiat Chrysler, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16.
(9) 21.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. (1) Fiat Chrysler and FCFE each agree 20.1 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may beIssuer, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock ExchangeExchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent Agent; and, in the case of CMU Notes, a CMU Lodging and Paying Agent;
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes). In addition, the relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d5.4 (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 (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (1120.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13.13 (Notices).
(2) Each of the 20.2 The Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)20.4) at any time resign by giving at least 90 days' prior written notice to Fiat Chrysler and FCFE, the Issuer specifying the date on which its resignation shall become effective.effective.
(3) Each of the 20.3 The Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)20.4) be removed at any time by Fiat Chrysler and/or FCFE the Issuer on at least 45 days' prior notice in writing from Fiat Chrysler and/or FCFE (as the case may be) Issuer specifying the date when the removal shall become effective.effective.
(4) 20.4 Any resignation under subclause (2) 20.2 or removal of the Principal Paying Agent under subclauses 20.3 or the CMU Lodging and Paying Agent under subclause (3) or (5) 20.5 shall only take effect upon the appointment by Fiat Chrysler and/or FCFE, the Issuer of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFIwhen it shall be of immediate effect) on the expiry of the notice to be given under clause 2422. Each of Fiat Chrysler and FCFE jointly and severally The Issuer agrees with the Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause (2)20.2, Fiat Chrysler and FCFE have the Issuer has not appointed a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of Fiat Chrysler and FCFEthe Issuer, to appoint in its place as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which Fiat Chrysler and FCFE the Issuer shall approve (such approval not to be unreasonably withheld or delayed).in writing.
(5) 20.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by Fiat Chrysler and FCFEthe Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2422, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) 20.6 Subject to subclause (1)20.1, Fiat Chrysler and FCFE the Issuer may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' prior notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFIwhen it shall be of immediate effect).
(7) 20.7 Subject to subclause (1)20.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler and FCFE the Issuer and the Principal Paying Agent at least 45 days' prior written notice to that effect.
(8) 20.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately as promptly as practicable transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by each Issuer (failing which, other than where the Issuer is Fiat Chrysler, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1615.
(9) 20.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In 20.10 Notwithstanding any other provision in this Agreement, if the case of a resignation of an Agent under subclause (2) Issuer determines, in its sole discretion, that it will be required to withhold or subclause (7), all costs and expenses deduct any FATCA Withholding in connection with any payments due on the Notes and such resignation FATCA Withholding would not have arisen but for the Agent or relevant Paying Agent not being or having ceased to be a person to whom any payments due on the Notes are free from FATCA Withholding, the Issuer will be entitled to terminate the Agent or the relevant Paying Agent without notice and the appointment of a successor such termination will be effective from any such time specified in writing to such Agent under subclause (5) shall be borne by such resigning or Paying Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. (1) Fiat Chrysler and FCFE each agree 25.1 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may beIssuer, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent orAgent, in and a Transfer Agent, which may be the case of CMU NotesRegistrar, the CMU Lodging and Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock ExchangeExchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and, in the case of CMU Notes, a CMU Lodging and Paying Agent;
(c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes)an Exchange Agent. In addition, the relevant Issuer and/or shall, with the Guarantor (in prior written approval of the case of Guaranteed Notes) shall immediately Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d)"Payments of principal and interest". Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11Clause 25.5), when it shall be of immediate effect) after not less than 30 thirty (30) nor more than 45 sixty (60) days' prior notice shall have been given to the Noteholders in accordance with Condition 13"Notices".
(2) 25.2 Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 90 sixty (60) days' written notice to Fiat Chrysler the Issuer and FCFE, the Trustee specifying the date on which its resignation shall become effectiveeffective and shall not be responsible for any liabilities occasioned thereby.
(3) 25.3 Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)Clause 25.4) be removed at any time by Fiat Chrysler and/or FCFE the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 45 sixty (60) days' notice in writing from Fiat Chrysler and/or FCFE (as the case may be) Issuer specifying the date when the removal shall become effective.
(4) 25.4 Any resignation under subclause (2) Clause 25.2 or removal of the Principal Paying Agent or the CMU Lodging and Paying an Agent under subclause (3) Clause 25.3 or (5) 25.5 shall only take effect upon the appointment by Fiat Chrysler and/or FCFE, the Issuer of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying an Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 24Clause 27. Each of Fiat Chrysler and FCFE jointly and severally The Issuer agrees with each of the Principal Paying Agent and the CMU Lodging and Paying Agent Agents that if, by the day falling 10 thirty-five (35) days before after the expiry receipt of any notice under subclause (2)Clause 25.2, Fiat Chrysler and FCFE have the Issuer has not appointed a successor Principal Paying Agent or CMU Lodging and Paying Agent, as approved in writing by the case may beTrustee then such Agent may, then at the Principal Paying Agent or CMU Lodging and Paying Agentcost of the Issuer, as upon ten (10) days' notice to the case may beIssuer, shall be entitled, on behalf of Fiat Chrysler and FCFE, to appoint as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a any reputable and experienced bank of financial institution acting through its offices in the appropriate jurisdiction, and the Issuer shall give notice of good standing which Fiat Chrysler and FCFE shall approve (such approval not appointment to be unreasonably withheld or delayed)the Noteholders in accordance with Condition "Notices" as soon as reasonably practicable.
(5) 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing with experience of performing such a role may be appointed by Fiat Chrysler and FCFEthe Issuer with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24Xxxxxx 27, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) Subject to subclause (1), Fiat Chrysler and FCFE may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI).
(7) Subject to subclause (1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler and FCFE and the Principal Paying Agent at least 45 days' written notice to that effect.
(8) 25.6 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent Agent, the Registrar and the CMU Lodging and Paying Exchange Agent, immediately as soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 20 (Commissions and Expenses) or Clause 21 (Indemnities) transfer all moneys and records held by it under this Agreement to the successor Agent;
(b) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clauses 23 (Conditions of Appointment), 25 (Changes in Agents) and 30.1 (Taxes and Stamp Duties); and
(bc) be entitled to the payment by each Issuer (failing which, other than where the Issuer is Fiat Chrysler, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16Clause 20.
(9) 25.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. (1) Fiat Chrysler Stellantis and FCFE each 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange;
(b) there will at all times be a Principal Paying Agent and, in the case of CMU Notes, a CMU Lodging and Paying Agent;
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler Stellantis is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes). In addition, the relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13.
(2) Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) at any time resign by giving at least 90 days' written notice to Fiat Chrysler Stellantis and FCFE, specifying the date on which its resignation shall become effective.
(3) Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) be removed at any time by Fiat Chrysler Stellantis and/or FCFE on at least 45 days' notice in writing from Fiat Chrysler Stellantis and/or FCFE (as the case may be) specifying the date when the removal shall become effective.
(4) Any resignation under subclause (2) or removal of the Principal Paying Agent or the CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by Fiat Chrysler Stellantis and/or FCFE, of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 24. Each of Fiat Chrysler Stellantis and FCFE jointly and severally agrees with the Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause (2), Fiat Chrysler Stellantis and FCFE have not appointed a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of Fiat Chrysler Stellantis and FCFE, to appoint as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which Fiat Chrysler Stellantis and FCFE shall approve (such approval not to be unreasonably withheld or delayed).
(5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by Fiat Chrysler Stellantis and FCFE. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) Subject to subclause (1), Fiat Chrysler Stellantis and FCFE may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI).
(7) Subject to subclause (1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler Stellantis and FCFE and the Principal Paying Agent at least 45 days' written notice to that effect.
(8) Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by each Issuer (failing which, other than where the Issuer is Fiat ChryslerStellantis, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16.
(9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. (1) Fiat Chrysler and FCFE each agree 20.1 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may beIssuer, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock ExchangeExchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent Agent; and, in the case of CMU Notes, a CMU Lodging and Paying Agent;
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes). In addition, the relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d5.4 (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 (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (1120.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1313 (Notices).
(2) Each of the 20.2 The Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)20.4) at any time resign by giving at least 90 days' prior written notice to Fiat Chrysler and FCFE, the Issuer specifying the date on which its resignation shall become effective.
(3) Each of the 20.3 The Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)20.4) be removed at any time by Fiat Chrysler and/or FCFE the Issuer on at least 45 days' prior notice in writing from Fiat Chrysler and/or FCFE (as the case may be) Issuer specifying the date when the removal shall become effective.
(4) 20.4 Any resignation under subclause (2) 20.2 or removal of the Principal Paying Agent or the CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by Fiat Chrysler and/or FCFE, of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 24. Each of Fiat Chrysler and FCFE jointly and severally agrees with the Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause (2), Fiat Chrysler and FCFE have not appointed a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of Fiat Chrysler and FCFE, to appoint as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which Fiat Chrysler and FCFE shall approve (such approval not to be unreasonably withheld or delayed).subclauses
(5) 20.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its it s property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by Fiat Chrysler and FCFEthe Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2422, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) 20.6 Subject to subclause (1)20.1, Fiat Chrysler and FCFE the Issuer may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' prior notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFIwhen it shall be of immediate effect).
(7) 20.7 Subject to subclause (1)20.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler and FCFE the Issuer and the Principal Paying Agent at least 45 days' prior written notice to that effect.
(8) 20.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately as promptly as practicable transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by each Issuer (failing which, other than where the Issuer is Fiat Chrysler, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1615.
(9) 20.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In 20.10 Notwithstanding any other provision in this Agreement, if the case of a resignation of an Agent under subclause (2) Issuer determines, in its sole discretion, that it will be required to withhold or subclause (7), all costs and expenses deduct any FATCA Withholding in connection with any payments due on the Notes and such resignation FATCA Withholding would not have arisen but for the Agent or relevant Paying Agent not being or having ceased to be a person to whom any payments due on the Notes are free from FATCA Withholding, the Issuer will be entitled to terminate the Agent or the relevant Paying Agent without notice and the appointment of a successor such termination will be effective from any such time specified in writing to such Agent under subclause (5) shall be borne by such resigning or Paying Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. (1) Fiat Chrysler Stellantis and FCFE each 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange;
(b) there will at all times be a Principal Paying Agent and, in the case of CMU Notes, a CMU Lodging and Paying Agent;
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler Stellantis is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes). In addition, the relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 13.
(2) Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) at any time resign by giving at least 90 days' written notice to Fiat Chrysler Stellantis and FCFE, specifying the date on which its resignation shall become effective.
(3) Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in subclause (4)) be removed at any time by Fiat Chrysler Stellantis and/or FCFE on at least 45 days' notice in writing from Fiat Chrysler Stellantis and/or FCFE (as the case may be) specifying the date when the removal shall become effective.
(4) Any resignation under subclause (2) or removal of the Principal Paying Agent or the CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by Fiat Chrysler Stellantis and/or FCFE, of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Deemed- Compliant FFI) on the expiry of the notice to be given under clause 24. Each of Fiat Chrysler Stellantis and FCFE jointly and severally agrees with the Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause (2), Fiat Chrysler Stellantis and FCFE have not appointed a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of Fiat Chrysler Stellantis and FCFE, to appoint as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which Fiat Chrysler Stellantis and FCFE shall approve (such approval not to be unreasonably withheld or delayed).
(5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by Fiat Chrysler Stellantis and FCFE. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) Subject to subclause (1), Fiat Chrysler Stellantis and FCFE may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI).
(7) Subject to subclause (1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler Stellantis and FCFE and the Principal Paying Agent at least 45 days' written notice to that effect.
(8) Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by each Issuer (failing which, other than where the Issuer is Fiat ChryslerStellantis, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16.
(9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. (1) Fiat Chrysler and FCFE each agree 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 or, in the case of CMU Notes, the CMU Lodging and Paying Fiscal Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may beIssuer, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to trading by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying Agent orbe, in the case of CMU Bearer Notes, the CMU Lodging and a Paying Agent (which may be the Fiscal Agent) and, in the case of Registered Notes, a Transfer Agent (which may be the Registrar), with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchangestock exchange or other relevant authority;
(b) there will at all times be a Principal Paying Fiscal Agent and, in the case of CMU Notes, and a CMU Lodging and Paying AgentRegistrar;
(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; and
(d) there will at all times be a Paying Agent in a jurisdiction within Europejurisdiction, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes). In addition, the relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) shall immediately as soon as practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d)7.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (cases as provided in subclause (5)) 24.4 or where the a Paying Agent is an FFI and fails ceasing to become, or ceases to be, be a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11)FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1315.
(2) 24.2 Each of the Principal Paying Fiscal Agent and the CMU Lodging and Paying Agent Registrar may (subject as provided in subclause (4)24.5) at any time resign by giving at least 90 45 days' written notice to Fiat Chrysler and FCFE, the Issuer specifying the date on which its resignation shall become effective.
(3) 24.3 Each of the Principal Paying Fiscal Agent and the CMU Lodging and Paying Agent Registrar may (subject as provided in subclause (4)24.5) be removed at any time by Fiat Chrysler and/or FCFE the Issuer on at least 45 days' notice in writing from Fiat Chrysler and/or FCFE (as the case may be) Issuer specifying the date when the removal shall become effective.
(4) Any resignation under subclause (2) or removal 24.4 Notwithstanding the provisions of the Principal Paying Agent or the CMU Lodging and Paying Agent under subclause (3) or (5) shall only take effect upon the appointment by Fiat Chrysler and/or FCFEClause 24.5, of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 24. Each of Fiat Chrysler and FCFE jointly and severally agrees with the Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause (2), Fiat Chrysler and FCFE have not appointed a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of Fiat Chrysler and FCFE, to appoint as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which Fiat Chrysler and FCFE shall approve (such approval not to be unreasonably withheld or delayed).
(5) In case if at any time any Agent resignsan Agent: (a) fails to comply with its obligations hereunder, or is removed, or (b) becomes incapable of acting or acting, (c) is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by Fiat Chrysler and FCFE. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) Subject to subclause (1), Fiat Chrysler and FCFE may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI).
(7) Subject to subclause (1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler and FCFE and the Principal Paying Agent at least 45 days' written notice to that effect.
(8) Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by each Issuer (failing which, other than where the Issuer is Fiat Chrysler, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16.
(9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.,
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents. (1) Fiat Chrysler 23.1 Each of the Issuers and FCFE each the Guarantor 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 or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may be, ) as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent orAgent, in and a Transfer Agent, which may be the case of CMU NotesPrincipal Paying Agent, the CMU Lodging and Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock ExchangeExchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and, in the case of CMU Notes, a CMU Lodging and Paying Agent;
(c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes)an Exchange Agent. In addition, the relevant Relevant Issuer and/or and the Guarantor (in the case of Guaranteed Notes) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d7(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (1123.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1315.
(2) 23.2 Each of the Principal Paying Agent and the CMU Lodging and Paying Agent Registrar may (subject as provided in subclause (4)23.4) at any time resign by giving at least 90 days' written notice to Fiat Chrysler the Issuers and FCFE, the Guarantor specifying the date on which its resignation shall become effective.
(3) 23.3 Each of the Principal Paying Agent and the CMU Lodging and Paying Agent Registrar may (subject as provided in subclause (4)23.4) be removed at any time by Fiat Chrysler and/or FCFE the Issuers and the Guarantor (in respect of itself only) on at least 45 days' notice in writing from Fiat Chrysler and/or FCFE the Issuers and the Guarantor (as in the case may beof Guaranteed Notes) specifying the date when the removal shall become effective.
(4) 23.4 Any resignation under subclause (2) 23.2 or removal of the Principal Paying Agent or the CMU Lodging Registrar by any Issuer and Paying Agent the Guarantor (in the case of Guaranteed Notes) under subclause (3) subclauses 23.3 or (5) 23.5 shall only take effect upon the appointment by Fiat Chrysler and/or FCFE, the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) of a successor Principal Paying Agent or CMU Lodging and Paying AgentRegistrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agentthe Registrar, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 2425. Each of Fiat Chrysler the Relevant Issuers and FCFE jointly and severally the Guarantor (in the case of Guaranteed Notes) agrees with the Principal Paying Agent and the CMU Lodging and Paying Agent Registrar that if, by the day falling 10 ten days before the expiry of any notice under subclause 23.2, the Relevant Issuer and the Guarantor (2), Fiat Chrysler and FCFE have in the case of Guaranteed Notes) has not appointed a successor Principal Paying Agent or CMU Lodging and Paying AgentRegistrar, as the case may be, then the Principal Paying Agent or CMU Lodging and Paying AgentRegistrar, as the case may be, shall be entitled, on behalf of Fiat Chrysler the Relevant Issuer and FCFEthe Guarantor (in the case of Guaranteed Notes), to appoint as a successor Principal Paying Agent or CMU Lodging and Paying AgentRegistrar, as the case may be, in its place a reputable and experienced financial institution of good standing which Fiat Chrysler the Relevant Issuer and FCFE the Guarantor (in the case of Guaranteed Notes) shall approve (such approval not to be unreasonably withheld or delayed).
(5) 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by Fiat Chrysler the Relevant Issuer and FCFEthe Guarantor (in the case of Guaranteed Notes). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2425, the Agent so superseded shall cease to be an Agent under this Agreement.
(6) 23.6 Subject to subclause 23.1, the Relevant Issuer and the Guarantor (1), Fiat Chrysler and FCFE in the case of Guaranteed Notes) may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFIinsolvency).
(7) 23.7 Subject to subclause (1)23.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving Fiat Chrysler and FCFE the Relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the Principal Paying Agent at least 45 days' written notice to that effect.
(8) 23.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Principal Paying Agent Agent, the Registrar and the CMU Lodging and Paying Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by each the Relevant Issuer (failing which, other than where which the Issuer is Fiat Chrysler, Guarantor (in the Guarantorcase of Guaranteed Notes)) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1618.
(9) 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
(10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent.
(11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.
Appears in 1 contract
Samples: Agency Agreement
