Changes in Agents. 23.1 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 Issuing and Principal Paying Agent and have been returned to the Issuer or the Guarantor, as the case may be, as provided in this Agreement: (a) there will at all times be a Issuing and Principal Paying Agent and, in the case of Registered Notes, a Registrar and a Transfer Agent; and (b) so long as any Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in the place (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority. In addition, the Issuer and the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days' prior notice shall have been given to the Noteholders in accordance with Condition 15. 23.2 Each of the Issuing and Principal Paying Agent and the Registrar may (subject as provided in subclause 23.4) at any time resign by giving at least 60 days' written notice to the Issuer and the Guarantor specifying the date on which its resignation shall become effective. 23.3 Each of the Issuing and Principal Paying Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer and the Guarantor on at least 30 days' notice in writing from the Issuer and the Guarantor specifying the date when the removal shall become effective. 23.4 Any resignation under subclause 23.2 or removal of the Issuing and Principal Paying Agent or the Registrar under subclauses 23.3 or 23.5 shall only take effect upon the appointment by the Issuer and the Guarantor of a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Issuing and Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 25. Each of the Issuer and the Guarantor agrees with the Issuing and Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 23.2, the Issuer and the Guarantor have not appointed a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, then the Issuing and Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed). 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, the appointment of such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantor. 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 25, the Agent so superseded shall cease to be an Agent under this Agreement. 23.6 Subject to subclause 23.1, the Issuer and the Guarantor may, after prior consultation with the Issuing and 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 Issuing and Principal Paying Agent and to the relevant other Agent at least 30 days' notice in writing to that effect (other than in the case of insolvency). 23.7 Subject to subclause 23.1, all or any of the Agents (other than the Issuing and Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor and the Issuing and Principal Paying Agent at least 60 days' written notice to that effect. 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Issuing and Principal Paying Agent and the Registrar, as soon as reasonably practicable transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuer (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18. 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents.
23.1 Each of the 21.1 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 Issuing and Principal Paying Agent and have been returned to the Issuer or the Guarantor, as the case may beIssuer, as provided in this Agreement:
(a) there will at all times be a Issuing and Principal Paying Agent and, in the case of Registered Notes, a Registrar and a Transfer Agent; and
(b) so long as any Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in the place (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent;
(c) if at any time (i) any withholding or deduction of any amount for or on account of any taxes or duties upon the Notes or Coupons is required upon the Notes or Coupons being presented for payment in the United Kingdom; and (ii) such withholding or deduction would not be required were the Notes or Coupons to be presented for payment outside the United Kingdom, there will at such times be a Paying Agent in a jurisdiction within Europe, other than the Tax Jurisdiction; and
(d) an Agent Bank. In addition, the Issuer and shall with the Guarantor shall prior written approval of the Note Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7.58.4 (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 23.521.5), when it shall be of immediate effect) after not less than 30 nor more than 60 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 15.16 (Notices).
23.2 Each of the Issuing and 21.2 The Principal Paying Agent and the Registrar may (subject as provided in subclause 23.421.4) at any time resign (without obligation to give reasons therefor and without any responsibility for costs occasioned thereby) by giving at least 60 days' written notice to the Issuer and the Guarantor Note Trustee specifying the date on which its resignation shall become effective.effective.
23.3 Each of the Issuing and 21.3 The Principal Paying Agent and the Registrar may (subject as provided in subclause 23.421.4) be removed at any time by the Issuer and with the Guarantor prior written approval of the Note Trustee on at least 30 45 days' notice in writing from the Issuer and the Guarantor specifying the date when the removal shall become effective.effective.
23.4 21.4 Any resignation under subclause 23.2 21.2 or removal of the Issuing and Principal Paying Agent or the Registrar under subclauses 23.3 21.3 or 23.5 21.5 shall only take effect upon the appointment by the Issuer and the Guarantor of a successor Xxxxxxx and Principal Paying Agent or Registrar, as approved in writing by the case may be, Note Trustee and (other than in cases of insolvency of the Issuing and Principal Paying Agent or the Registrar, as the case may beAgent) on the expiry of the notice to be given under clause 2523. Each of the The Issuer and the Guarantor agrees with the Issuing and Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 23.221.2, the Issuer and the Guarantor have has not appointed a successor Xxxxxxx and Principal Paying Agent or Registrar, as approved in writing by the case may be, Note Trustee then the Issuing and Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the GuarantorIssuer, to appoint in its place as a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Guarantor Note Trustee shall approve (such approval not to be unreasonably withheld or delayed).approve.
23.5 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, 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 such the relevant Agent, in which event (save with respect to the termination of the appointment of the Agent shall terminate automatically and a successor Agent which Bank) notice shall be a reputable financial institution of good standing may be appointed by given to the Issuer and the GuarantorNoteholders 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 2523, the Agent so superseded shall cease to be an Agent under this Agreement.
23.6 21.6 Subject to subclause 23.121.1, the Issuer and the Guarantor may, after prior consultation with the Issuing and 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 Issuing and Principal Paying Agent and to the relevant other Agent at least 30 45 days' notice in writing to that effect (other than in the case of insolvency).
23.7 21.7 Subject to subclause 23.121.1, all or any of the Agents (other than the Issuing and Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor Note Trustee and the Issuing and Principal Paying Agent at least 60 45 days' written notice to that effect.
23.8 21.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Issuing and Principal Paying Agent and the Registrar, as soon as reasonably practicable 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 the Issuer (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1816.
23.9 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.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents.
23.1 Each of the 25.1 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 Issuing and Principal Paying Agent and have been returned to the Issuer or the Guarantor, as the case may beIssuer, as provided in this Agreement:
(a) there will at all times be a Issuing and Principal Paying Agent and, in the case of Registered Notes, a Registrar and a Transfer Agent; and
(b) so long as any Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority Exchange, there will at all times be a Paying Agent (in Agent, which may be the case of Bearer Notes) Principal Paying Agent, and a Transfer Agent (in Agent, which may be the case of Registered Notes) Registrar, with a specified office in the place (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer and shall, with the Guarantor shall immediately prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7.55.2 (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 23.5Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days' ’ prior notice shall have been given to the Noteholders in accordance with Condition 15.12 (Notices).
23.2 25.2 Each of the Issuing and Principal Paying Agent and the Registrar may (subject as provided in subclause 23.4Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days' ’ written notice to the Issuer and the Guarantor Trustee specifying the date on which its resignation shall become effective.effective and shall not be responsible for any liabilities occasioned thereby.
23.3 25.3 Each of the Issuing and Principal Paying Agent and the Registrar may (subject as provided in subclause 23.4Clause 25.4) be removed at any time by the Issuer and (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Guarantor Trustee on at least 30 60 days' ’ notice in writing from the Issuer and the Guarantor specifying the date when the removal shall become effective.effective.
23.4 25.4 Any resignation under subclause 23.2 Clause 25.2 or removal of the Issuing and Principal Paying an Agent under Clause 25.3 or the Registrar under subclauses 23.3 or 23.5 25.5 shall only take effect upon the appointment by the Issuer and the Guarantor of a successor Xxxxxxx and Principal Paying Agent or RegistrarAgent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Issuing and Principal Paying Agent or the Registrar, as the case may bean Agent) on the expiry of the notice to be given under clause 25Clause 27. Each The Issuer agrees with each of the Issuer and the Guarantor agrees with the Issuing and Principal Paying Agent and the Registrar Agents that if, by the day falling 10 thirty five (35) days before after the expiry receipt of any notice under subclause 23.2Clause 25.2, the Issuer and the Guarantor have has not appointed a successor Xxxxxxx and Principal Paying Agent or RegistrarAgent, as the case may be, then the Issuing and Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed).
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 approved 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, the appointment of Trustee then such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantor. 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 25, the Agent so superseded shall cease to be an Agent under this Agreement.
23.6 Subject to subclause 23.1, the Issuer and the Guarantor may, after prior consultation with the Issuing and 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 Issuing and Principal Paying Agent and to the relevant other Agent at least 30 days' notice in writing to that effect (other than in the case of insolvency).
23.7 Subject to subclause 23.1, all or any of the Agents (other than the Issuing and Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor and the Issuing and Principal Paying Agent at least 60 days' written notice to that effect.
23.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Issuing and Principal Paying Agent and the Registrar, as soon as reasonably practicable transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the Issuer (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18.
23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.upon ten
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents.
23.1 Each of the 24.1 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 Issuing and Principal Paying Agent and have been returned to the Issuer or the Guarantor, as the case may beIssuer, as provided in this Agreement:
(a) there will at all times be a Issuing and Principal Paying Agent and, in the case of Registered Notes, a Registrar and a Transfer Agent; andRegistrar;
(b) so long as any the Notes are listed on any Stock Exchange stock exchange or admitted to trading by any other relevant authority authority, there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in the such place (if any) as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or any other relevant authority; 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 and the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7.55.5. Any Notice of any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5), when it shall Agents will be of immediate effect) after not less than 30 nor more than 60 days' prior notice shall have been given to the Noteholders promptly by the Issuer in accordance with Condition 15.13.
23.2 24.2 Each of the Issuing and Principal Paying Agent and the Registrar may (subject as provided in subclause 23.424.4) at any time resign by giving at least 60 45 days' written notice to the Issuer and the Guarantor specifying the date on which its resignation shall become effective.effective.
23.3 24.3 Each of the Issuing and Principal Paying Agent and the Registrar may (subject as provided in subclause 23.424.4) be removed at any time by the Issuer and the Guarantor on at least 30 45 days' notice in writing from the Issuer and the Guarantor specifying the date when the removal shall become effective.effective
23.4 24.4 Any resignation under subclause 23.2 24.2 or removal of the Issuing and Principal Paying Agent or the Registrar under subclauses 23.3 24.3 or 23.5 24.5 shall only take effect upon the appointment by the Issuer and the Guarantor of a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Issuing and Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2526. Each of the The Issuer and the Guarantor agrees with the Issuing and Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 23.224.2, the Issuer and the Guarantor have has not appointed a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, then the Issuing and Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the GuarantorIssuer, to appoint in its place as a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed).approve.
23.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its 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, the appointment of such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the GuarantorIssuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent or where the Agent is an FFI and does not become or ceases to be a Participating FFI, when it shall be of immediate effect) upon expiry of the notice to be given under clause 2526, the Agent so superseded shall cease to be an Agent under this Agreement.
23.6 24.6 Subject to subclause 23.124.1, the Issuer and the Guarantor may, after prior consultation with the Issuing and 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 Issuing and Principal Paying Agent and to the relevant other Agent at least 30 45 days' notice in writing to that effect (other than in the case of insolvency).effect
23.7 24.7 Subject to subclause 23.124.1, all or any of the Agents (other than the Issuing and Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor Issuer and the Issuing and Principal Paying Agent at least 60 45 days' written notice to that effect. The Issuer agrees with the Agents that if, by the day falling 10 days before the expiry of any notice under this subclause 24.7, the Issuer has not appointed a successor Agent, as the case may be, then the Agent, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Agent, as the case may be, a reputable financial institution of good standing which the Issuer shall approve.
23.8 24.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Issuing and Principal Paying Agent and the Registrar, as soon as reasonably practicable immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the Issuer (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18.
23.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents.
23.1 Each of the Issuer Issuers and the Guarantor agrees 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 Issuing and Principal Paying Agent and have been returned to the Relevant Issuer or the Guarantor, as Guarantor (in the case may be, of Guaranteed Notes) as provided in this Agreement:
(a) there will at all times be a Issuing and Principal Paying Agent and, in the case of Registered Notes, a Registrar and a Transfer Agent; and
(b) so long as any Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority Exchange, there will at all times be a Paying Agent (in Agent, which may be the case of Bearer Notes) Principal Paying Agent, and a Transfer Agent (in Agent, which may be the case of Registered Notes) Principal Paying Agent, with a specified office in the place (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Relevant Issuer 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 7.57(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 60 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 15.15.
23.2 Each of the Issuing and Principal Paying Agent and the Registrar may (subject as provided in subclause 23.4) at any time resign by giving at least 60 90 days' written notice to the Issuer Issuers and the Guarantor specifying the date on which its resignation shall become effective.effective.
23.3 Each of the Issuing and Principal Paying Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer Issuers and the Guarantor (in respect of itself only) on at least 30 45 days' notice in writing from the Issuer Issuers and the Guarantor (in the case of Guaranteed Notes) specifying the date when the removal shall become effective.effective.
23.4 Any resignation under subclause 23.2 or removal of the Issuing and Principal Paying Agent or the Registrar by any Issuer and the Guarantor (in the case of Guaranteed Notes) under subclauses 23.3 or 23.5 shall only take effect upon the appointment by the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) of a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Issuing and Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 25. Each of the Issuer Relevant Issuers and the Guarantor (in the case of Guaranteed Notes) agrees with the Issuing and Principal Paying Agent and the 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 have (in the case of Guaranteed Notes) has not appointed a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, then the Issuing and Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Relevant Issuer and the GuarantorGuarantor (in the case of Guaranteed Notes), to appoint in its place as a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) shall approve (such approval not to be unreasonably withheld or delayed).delayed).
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, the appointment of such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Relevant Issuer and the GuarantorGuarantor (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 25, the Agent so superseded shall cease to be an Agent under this Agreement.
23.6 Subject to subclause 23.1, the Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) may, after prior consultation with the Issuing and 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 Issuing and Principal Paying Agent and to the relevant other Agent at least 30 45 days' notice in writing to that effect (other than in the case of insolvency).
23.7 Subject to subclause 23.1, all or any of the Agents (other than the Issuing and Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the Issuing and Principal Paying Agent at least 60 45 days' written notice to that effect.
23.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Issuing and Principal Paying Agent Agent, the Registrar and the RegistrarExchange Agent, as soon as reasonably practicable immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the Relevant Issuer (failing which the GuarantorGuarantor (in the case 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 18.
23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
Changes in Agents.
23.1 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 Issuing and Principal Paying Agent and have been returned to the Issuer or the Guarantor, as the case may be, as provided in this Agreement:Agreement:
(a) there will at all times be a Issuing and Principal Paying Agent and, in the case of Registered NotesAgent, 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 Transfer Calculation Agent, a Calculation Agent; and
(b) so long as any the Notes are listed on any Stock Exchange stock exchange or admitted to trading listing by any other relevant authority authority, there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in the such place (if any) as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or any other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer or the Guarantor is incorporated. In addition, the Issuer and the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7.57.6 (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 23.5), when it shall be of immediate effect) after not less than 30 nor more than 60 45 days' ’ prior notice shall have been given to the Noteholders in accordance with Condition 15.15 (Notices).
23.2 Each of the Issuing and Principal Paying Agent and the Registrar may (without needing to give any reason and without any liability therefor and subject as provided in subclause 23.4) at any time resign by giving at least 60 45 days' ’ written notice to the Issuer Issuer, the Guarantor and the Guarantor Trustee specifying the date on which its resignation shall become effective.
23.3 Each of the Issuing and Principal Paying Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer and the Guarantor on at least 30 45 days' ’ notice in writing from the Issuer and the Guarantor specifying the date when the removal shall become effective.
23.4 Any resignation under subclause 23.2 or removal of the Issuing and Principal Paying Agent or the Registrar under subclauses 23.3 or 23.5 shall only take effect upon the appointment by the Issuer and the Guarantor of a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Issuing and Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 25. Each of the Issuer and the Guarantor agrees with the Issuing and Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 23.2, the Issuer and the Guarantor have not appointed a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, then the Issuing and Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Xxxxxxx and Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer Issuer, the Guarantor and the Guarantor Trustee shall approve (such in writing, which approval shall not to be unreasonably withheld or delayed).delayed.
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, the appointment of such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the GuarantorGuarantor 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 25, the Agent so superseded shall cease to be an Agent under this Agreement.
23.6 Subject to subclause 23.1, the Issuer and the Guarantor may, after prior consultation with the Issuing and 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 Issuing and Principal Paying Agent and to the relevant other Agent at least 30 45 days' ’ notice in writing to that effect (other than in the case of insolvency).
23.7 Subject to subclause 23.1, all or any of the Agents (other than the Issuing and Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Guarantor Guarantor, the Trustee and the Issuing and Principal Paying Agent at least 60 45 days' ’ written notice to that effect.
23.8 Upon its resignation or removal becoming effective, an Agent shall:
(a) in the case of the Issuing and Principal Paying Agent and the Registrar, as soon as reasonably practicable Registrar immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and
(b) be entitled to the payment by the Issuer (failing which which, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18.
23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
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Samples: Agency Agreement
