CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, as provided in this Agreement: (a) there will at all times be an Agent; (b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of such Stock Exchange or other relevant authority; and (c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 14. 20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers specifying the date on which its resignation shall become effective. 20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers on at least 45 days' notice in writing from the Issuers specifying the date when the removal shall become effective. 20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22. Each Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuers, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuers shall approve (such approval not to be unreasonably withheld or delayed). 20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement. 20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect. 20.8 Upon its resignation or removal becoming effective, a Paying Agent shall: (a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15. 20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement. 20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 5 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 22.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to each the Issuer, 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 Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent;
(bc) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with in a specified office Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such place as may be required by the rules and regulations of such Stock Exchange or other relevant authorityDirective; and
(cd) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4 (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 20.522.5) or the occurrence of a Force Majeure Event (as determined by the Issuer following consultation with the Agent), 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 1413 (Notices).
20.2 22.2 The Agent may (subject as provided in subclause 20.422.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 22.3 The Agent may (subject as provided in subclause 20.422.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 22.4 Any resignation under subclause 20.2 22.2 or removal of the Agent under subclauses 20.3 22.3 or 20.5 22.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), when it shall be of immediate effect) on the expiry of the notice to be given under Clause 2224. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.222.2 and subclause 22.3, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which meets the Issuers criteria in Clause 22.1 and which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 22.5 In case at any time any Paying 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 liquidationliquidation or if a Force Majeure Event occurs which renders the Paying Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency or the occurrence of the Paying Agent a Force Majeure Event, as described above, when it shall be of immediate effect) upon expiry of the notice to be given under Clause 2224, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 22.6 Subject to subclause 20.122.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent) when it shall be of immediate effect).
20.7 22.7 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent.
22.8 Subject to subclause 20.122.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 22.9 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 1516.
20.9 22.10 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If 22.11 The termination of the Issuer determines in its sole discretion that it will appointment of the Agent or any other Paying Agent under this Clause 22 shall not entitle the Agent or, as the case may be, any other Paying Agent to any amount by way of compensation but shall be required without prejudice to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholdingamount already accrued and due.
Appears in 4 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each the Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1413.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least not less than 30 days’ and not more than 90 days' ’ notice written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 not less than 30 days' ’ and not more than 90 days’ notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers Issuer have not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 on not less than 30 days' ’ and not more than 90 days’ notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 not less than 30 days' ’ and not more than 90 days’ written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 21.1 The Issuer agrees that, for so long as any Note Bond is outstandingOutstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes Outstanding Bonds have been made available to the Agent and have been returned to each the Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes Bonds are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europecontinental Europe or the United Kingdom, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.521.5), 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 Bondholders in accordance with Condition 1411.
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign resign, without giving any reason and without being responsible for any liabilities incurred by such resignation, by giving at least 90 45 days' ’ written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) at the expense and cost of the Issuer, be removed at any time by the Issuers Issuer on at least 45 days' ’ notice in writing from the Issuers Issuer specifying the date when the removal shall become effectiveeffective provided that the Agent shall not be responsible for any loss or liability incurred by such removal or termination.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' ’ written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each The Issuer agrees that, for so long as any Note or Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes or Covered Bonds have been made available to the Agent and have been returned to each the Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes or Covered Bonds are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4 of both the Note Conditions and the Covered Bond Conditions. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), ) 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 and Covered Bondholders in accordance with Condition 1413 of the Note Conditions and Condition 12 of the Covered Bond Conditions, as applicable.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 45 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause subclauses 20.2, 20.3 or 20.5, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes or Covered Bonds and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent.
20.9 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, as soon as reasonably practicable immediately transfer all moneys and records held by it under this Agreement to the successor Agent, unless prohibited by law or regulation from doing so; and
(b) be entitled to the payment by each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 20.10 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1411.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 60 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 60 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 60 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1411.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each Issuer Obligor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to each Issuerthe Relevant Issuer or the relevant Guarantors, as the case may be, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange or other relevant authority;
(b) there will at all times be a Principal Paying Agent; and
(c) insofar as the Relevant Issuer or the Relevant Guarantors would be obliged (but for the provisions of Condition 8(a)) to pay additional amounts pursuant to Condition 8 upon presentation of the Notes or Coupons (as the case may be) for payment in the United Kingdom, there will be at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdiction in which United Kingdom. In addition, the Issuers are incorporated. Furthermore, each Relevant Issuer and the relevant Guarantors shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change of or to the appointment of such Paying Agent(s) shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.
20.2 The Principal Paying Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers Obligors and the Trustee specifying the date on which its resignation shall become effective.
20.3 The Principal Paying Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Obligors, with the prior written approval of the Trustee, on at least 45 days' notice in writing from the Issuers Obligors specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Principal Paying Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Obligors of a successor Principal Paying Agent approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent) on the expiry of the notice to be given under Clause clause 22. Each Issuer Obligor agrees with the Principal Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers Obligors have not appointed a successor Principal Paying Agent approved in writing by the Trustee then the Principal Paying Agent shall be entitled, on behalf of the IssuersObligors, to appoint in its place as a successor Agent in its place Principal Paying Agent, a reputable financial institution of good standing which the Issuers Obligors and the Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersObligors with the prior written approval of the Trustee. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Obligors may, after prior consultation with the Agentprior written approval of the Trustee, terminate the appointment of any of the other Paying Agents (other than the Principal Paying Agent) at any time and/or appoint one or more further or other Paying Agents by giving to the Principal Paying Agent and to the relevant any other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Obligors, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Principal Paying Agent, 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 each the Relevant Issuer (or, failing which, the relevant Guarantors) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), ) 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 1411.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 45 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Paying Agent Agent, when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to each Issuer, the Issuer as provided in this Agreementherein:
(a) there will at all times be an Agent;
(b) 24.1.1 so long as any Notes are listed or admitted to trading on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Principal Paying Agent, (in the case of Bearer Notes) and a Transfer Agent, which may be the Registrar, (in the case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange (or any other relevant authority);
24.1.2 there will at all times be a Principal Paying Agent and a Registrar; and
(c) 24.1.3 there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having with a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 14situated outside The Netherlands.
20.2 The 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 20.4Subclause 24.4) at any time resign by giving at least 90 days' ’ written notice to the Issuers Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
20.3 The 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 20.4Subclause 24.4) be removed at any time by the Issuers Issuer on at least 45 days' ’ notice by the filing with it of an instrument in writing from signed on behalf of the Issuers Issuer specifying such removal and the date when the removal it shall become effective.
20.4 24.4 Any resignation under subclause 20.2 Subclause 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 20.3 Subclauses 24.3 or 20.5 24.5 shall only take effect upon the appointment by the Issuers Issuer as hereinafter provided of a successor Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the AgentPrincipal Paying Agent or the Registrar, as the case may be,) on the expiry of the notice to be given under Clause 2226. Each The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 ten days before the expiry of any notice under subclause 20.2Subclause 24.2, the Issuers have Issuer has not appointed a successor Principal Paying Agent or Registrar, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 24.5 In case at any time any Paying Agent resigns, or is removed, or becomes incapable of acting action or is adjudged a bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Paying Agent Agent, which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer by an instrument in writing filed with the successor Agent. Upon the appointment as aforesaid of a successor Paying Agent and acceptance by it the latter of its such appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effectAgent) upon expiry of the notice to be given under Clause 22, 26 the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency)hereunder.
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.521.5), 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 1411.
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 60 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 60 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the AgentAgent or of the Agent that is an FFI failing to become or ceasing to be a Participating FFI) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or of a Paying Agent failing to become or ceasing to be a Participating FFI).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 60 days' written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each the Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such Stock Exchange the relevant stock exchange or any other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which Kingdom of Sweden. In addition, the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1413.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent.
20.8 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 20.9 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 20.10 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 22.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;; and
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe. In addition, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.522.5), or of the Paying Agent failing to become or ceasing to be a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14Condition13.
20.2 22.2 The Agent may (subject as provided in subclause 20.422.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 22.3 The Agent may (subject as provided in subclause 20.422.4) be removed at any time by the Issuers Issuer on at least 45 90 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 22.4 Any resignation under subclause 20.2 22.2 or removal of the Agent under subclauses 20.3 22.3 or 20.5 22.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the AgentAgent or of the Agent not becoming or ceasing to be a Participating FFI) on the expiry of the notice to be given under Clause 22clause 24. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.222.2 or subclause 22.3, as the case may be, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 22.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 24, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 22.6 Subject to subclause 20.122.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or of a Paying Agent not becoming or ceasing to be a Participating FFI).
20.7 22.7 Subject to subclause 20.122.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 22.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 22.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1411.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 17.1 The Issuer agrees may, with the prior written approval of the Trustee, appoint further or other Paying Agents. The Issuer may also, with the prior written approval of the Trustee, vary or terminate the appointment of any of the Paying Agents at any time by giving to (a) the Trustee, (b) the Paying Agent whose appointment is to be varied or terminated and (c) (except in the case of variation or termination of the appointment of the Agent) the Agent, at least 60 days' prior written notice to that effect. Provided always 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 Agent and have been returned to each Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;no such notice relating to the termination of the appointment of the Agent shall take effect until a new Agent approved by the Trustee has been appointed on terms approved by the Trustee; and
(b) the Issuer shall procure that there is at all times a Paying Agent (which may be the Agent) having a specified office in a city approved by the Trustee in continental Europe and, so long as any of the Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent with (which may be the Agent) having a specified office in such place as may be each location required by the rules and regulations of such the relevant Stock Exchange or other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within EuropeExchange. In addition, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.46.2.
17.2 Any of the Paying Agents may resign as a Paying Agent under this Agreement at any time by giving to the Trustee, the Issuer and, except in the case of the resignation of the Agent, the Agent at least 60 days' prior written notice to that effect. Any variationProvided that (a) in the case of the resignation of the Agent, termination, appointment or change no such resignation shall only take effect until a new Agent approved by the Trustee has been appointed on terms approved by the Trustee and (b) no such resignation shall take effect unless upon the expiry of the notice period there shall be (i) a Paying Agent (which may be the Agent) having a specified office in a city approved by the Trustee in continental Europe and (ii) so long as any of the Notes are listed on any Stock Exchange or other relevant authority, a Paying Agent (which may be the Agent) having a specified office in each location required by the rules and regulations of the relevant Stock Exchange and (c) (other than in any of the case of insolvency (as provided circumstances described in subclause 20.5)17.5 below, when it shall be of immediate effect) after no such resignation shall take effect until not more than 45 nor less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.
20.2 the Conditions. The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers on at least 45 days' notice in writing from the Issuers specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22. Each Issuer agrees with the Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause 20.2this Clause 17.2, the Issuers have Issuer has not appointed a successor Agent replacement Agent, then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint as a successor Agent in its place a any reputable financial institution of good standing which the Issuers Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayed).
20.5 17.3 If the appointment of the Agent under this Agreement is terminated pursuant to subclause 17.1 or 17.2 above or 17.5 or 17.11 below, the Agent shall not be entitled to any amount by way of compensation but shall on the date on which such termination takes effect:
(a) pay to the successor Agent the amounts held by it in respect of Notes or Coupons which have not been presented for payment and deliver to the successor Agent all Notes, Coupons and Talons surrendered to it but not yet destroyed and all records except those it is obliged by law or regulations to retain or not release concerning Notes, Coupons and Talons maintained by the Agent pursuant to Clause 11 above, and pending such transfer shall hold all such moneys and documents in trust for and subject to the order of the successor Agent hereunder but shall have no other duties or responsibilities hereunder; and
(b) be entitled to the payment by the Issuer of any amount then accrued due.
17.4 On behalf and at the expense of the Issuer, the Agent shall cause notice to be published in accordance with the Conditions not more than 45 nor less than 30 days prior to any such proposed appointment, termination or resignation of any Paying Agent becoming effective. In the case of the termination of the appointment, or the resignation, of the Agent or the appointment of a successor Agent, such notice will be published, or caused to be published, by the Issuer.
17.5 The appointment of any Paying Agent shall terminate forthwith if at any time any Paying Agent resigns, or is removed, or it (a) becomes incapable of acting acting, or (b) 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 administratora receiver, liquidator or administrative administrator or other receiver similar official of all or a any substantial part of its property, property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for its winding up or dissolution, or if a receiver, administrator or other similar official of itself or all or any substantial part of its debtsproperty is appointed, 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 law, or if any public officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
17.6 Upon any successor Agent appointed under this Agreement executing, a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by acknowledging and delivering to the Issuers. Upon Issuer and the Trustee an instrument accepting such appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers mayit shall with effect therefrom without any further act, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one deed or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further actionconveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor or, as the case may be, a Paying Agent with the same like effect as if originally named as a Paying Agent hereunder, and such predecessor, upon payment to it of amounts then accrued due to it, shall thereupon become obliged to transfer, deliver and pay over, and such successor Agent shall be entitled to receive, all moneys, together with copies of all records required to be kept under Clause 11 above, held by such predecessor as Agent under this Agreement.
20.10 17.7 Any corporation into which any Paying Agent may be merged or converted, or any corporation with which any Paying Agent may be consolidated, or any corporation resulting from any merger or conversion or consolidation to which any Paying Agent shall be a party, or any corporation to which any Paying Agent shall sell or otherwise transfer all or substantially all the assets of the corporate trust business of such Paying Agent, shall, to the extent permitted by applicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto save that notice of any such merger, conversion, consolidation, sale or transfer shall forthwith be given to the Issuer, the Trustee and the other Paying Agents.
17.8 If any of the Paying Agents shall change its specified office, it shall (after having, in any such case other than a change of specified office within the same city, obtained the prior written approval of the Issuer determines and the Trustee thereto) give to the Issuer, the Agent (if applicable) and the Trustee not less than 45 days' prior written notice to that effect giving details of the address of the new specified office and specifying the effective date of such change. The Agent shall, on behalf of the Issuer but at its own expense, give to the Noteholders in accordance with the Conditions notice of such change and the address of the new specified office not more than 45 nor less than 30 days prior to such change.
17.9 If any of the Paying Agents shall change its name, it shall give to the Issuer, the Agent (if applicable) and the Trustee immediate notice to that effect giving details of the new name and specifying the effective date of such change. The Agent shall, on behalf of the Issuer but at its own expense, give to the Noteholders in accordance with the Conditions notice of such change.
17.10 As used herein, the expression specified office shall be deemed to mean the relevant office specified for the purposes of Clause 19.2 below or such other office from time to time notified to the Noteholders in accordance with subclause 17.8 above and to the Issuer and the Trustee in accordance with Clause 19 below.
17.11 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payment payments due on any Notesthe Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, then the Issuer will be entitled to re-direct or reorganise terminate the Paying Agent’s appointment without notice and such termination will be effective from any such payment time specified in any way that it sees fit in order that the payment may be made without FATCA Withholdingwriting to such Paying Agent.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each
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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.521.5), 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 1411.
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 60 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 60 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the AgentAgent or of the Agent that is an FFI failing to become or ceasing to be a Participating FFI) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or of a Paying Agent failing to become or ceasing to be a Participating FFI).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 60 days' written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 22.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;; and
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe. In addition, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.522.5), or of the Paying Agent failing to become or ceasing to be a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1413.
20.2 22.2 The Agent may (subject as provided in subclause 20.422.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 22.3 The Agent may (subject as provided in subclause 20.422.4) be removed at any time by the Issuers Issuer on at least 45 90 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 22.4 Any resignation under subclause 20.2 22.2 or removal of the Agent under subclauses 20.3 22.3 or 20.5 22.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the AgentAgent or of the Agent not becoming or ceasing to be a Participating FFI) on the expiry of the notice to be given under Clause 22clause 24. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.222.2 or subclause 22.3, as the case may be, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 22.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 24, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 22.6 Subject to subclause 20.122.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or of a Paying Agent not becoming or ceasing to be a Participating FFI).
20.7 22.7 Subject to subclause 20.122.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 22.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 22.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each the Issuer, 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 Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent;
(bc) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with in a specified office Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such place as may be required by the rules and regulations of such Stock Exchange or other relevant authorityDirective; and
(cd) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4 (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 20.521.5) or the occurrence of a Force Majeure Event (as determined by the Issuer following consultation with the Issuer), 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 1413 (Notices).
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' ’ written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 days' ’ notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), when it shall be of immediate effect) on the expiry of the notice to be given under Clause 2223. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2 and subclause 21.3, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which meets the Issuers criteria in Clause 21.1 and which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 liquidationliquidation or if a Force Majeure Event occurs which renders the Paying Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency or the occurrence of the Paying Agent a Force Majeure Event, as described above, when it shall be of immediate effect) upon expiry of the notice to be given under Clause 2223, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvencyinsolvency or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent) when it shall be of immediate effect).
20.7 21.7 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent.
21.8 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' ’ written notice to that effect.
20.8 21.9 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 1516.
20.9 21.10 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If 21.11 The termination of the Issuer determines in its sole discretion that it will appointment of the Agent or any other Paying Agent under this Clause 21 shall not entitle the Agent or, as the case may be, any other Paying Agent to any amount by way of compensation but shall be required without prejudice to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholdingamount already accrued and due.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each Issuer of the Issuers 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 Agent and have been returned to each Issuerthe Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor, as provided in this Agreementherein:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange or other relevant authority; and
(c) there will be at all times be a Paying Agent with a specified office in a jurisdiction within Europecity approved by the Trustee outside the UK and (in the case of Guaranteed Notes) The Netherlands. In addition, other than the jurisdiction Relevant Issuer and (in which the Issuers are incorporated. Furthermore, each Issuer case of Guaranteed Notes) the Guarantor shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5Subclause 20.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1413.
20.2 The Agent may (subject as provided in subclause 20.4Subclause 20.4 below) at any time resign as such by giving at least 90 60 days' written notice to the Issuers Issuers, (in the case of Guaranteed Notes) the Guarantor and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective, which date shall be at least ten days before or after any due date for payment in respect of Notes of any Series in respect of which such Agent is acting.
20.3 The Agent may (subject as provided in subclause 20.4Subclause 20.4 below) be removed at any time by the Issuers Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor on at least 45 days' notice by the filing with it of an instrument in writing from signed on behalf of the Issuers Relevant Issuer and (in the case of the Guaranteed Notes) the Guarantor specifying such removal and the date when the removal it shall become effective, which date shall be at least ten days before or after any due date for payment in respect of Notes of any Series in respect of which such Agent is acting.
20.4 Any resignation under subclause Subclause 20.2 or removal of the Agent under subclauses Subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor as hereinafter provided, of a successor Agent (approved by the Trustee) and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22. Each of the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor agrees with the Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause Subclause 20.2, the Issuers Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor have not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersRelevant Issuer and (in the case of Guaranteed Notes) the Guarantor, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuers Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor and the Trustee shall approve (such approval not to be unreasonably withheld or delayed).
20.5 In case at any time any Paying Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Paying Agent which shall be a reputable financial institution of good standing (approved by the Trustee) may be appointed by the IssuersRelevant Issuer and (in the case of Guaranteed Notes) the Guarantor by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Paying Agent and acceptance by it of its such appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, 22 the Paying Agent so superseded shall cease to be a Paying Agent under this Agreementhereunder.
20.6 Subject to subclause Subclause 20.1, the Issuers Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor may, after prior consultation with the AgentAgent and the Trustee, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency), which notice shall not expire less than ten days before or after the due date for any payment in respect of any Notes.
20.7 Subject to subclause Subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement hereunder at any time by giving the Issuers Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the Trustee and the Agent at least 45 days' written notice to that effect, which notice shall not expire less than ten days before or after the due date for any payment in respect of any Notes.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, as soon as reasonably practicable forthwith transfer all moneys and records held by it under this Agreement hereunder to the successor AgentAgent xxxxxxxxx; and
(b) be entitled to the payment by each the Relevant Issuer (failing which the Guarantor (in the case of Guaranteed Notes)) of the commissions, fees and expenses payable in respect of its for the services under this Agreement before termination theretofore rendered hereunder in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same like effect as if originally named as a Paying Agent under this Agreementhereunder.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 22.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;; and
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe. In addition, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.522.5), or of the Paying Agent failing to become or ceasing to be a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1413.
20.2 22.2 The Agent may (subject as provided in subclause 20.422.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 22.3 The Agent may (subject as provided in subclause 20.422.4) be removed at any time by the Issuers Issuer on at least 45 90 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 22.4 Any resignation under subclause 20.2 22.2 or removal of the Agent under subclauses 20.3 22.3 or 20.5 22.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the AgentAgent or of the Agent not becoming or ceasing to be a Participating FFI) on the expiry of the notice to be given under Clause 22clause 24. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.222.2 or subclause 22.3, as the case may be, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 22.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 24, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 22.6 Subject to subclause 20.122.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or of a Paying Agent not becoming or ceasing to be a Participating FFI).
20.7 22.7 Subject to subclause 20.122.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 22.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 22.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), ) 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 1411.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 45 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.the
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS.
20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing trading by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause Clause 20.5), 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 1415.
20.2 The Agent may (subject as provided in subclause Clause 20.4) at any time resign by giving at least 90 45 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.effective.
20.3 The Agent may (subject as provided in subclause Clause 20.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.effective.
20.4 Any resignation under subclause Clause 20.2 or removal of the Agent under subclauses Clauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause Clause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitledmay, on behalf of following consultation with the IssuersIssuer, to appoint in its place as a successor Agent in its place Principal Paying Agent, a reputable and experienced financial institution of good standing standing, which the Issuers Issuer shall approve approve. The costs and expenses (including its attorneys' fees and expenses) incurred by the Agents in connection with such approval not to proceeding shall be unreasonably withheld or delayed).paid by the Issuer. Upon its resignation, each Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.Agreement.
20.6 Subject to subclause Clause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause Clause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA withholding in connection with the next scheduled payment and such FATCA withholding would not have arisen but for a Paying Agent not being or having ceased to be a person to whom payments are free from FATCA withholding, the Issuer will be entitled to terminate the appointment of such Paying Agent without notice and such termination will be effective from any such time specified in writing to such Agent.
20.10 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 21.1 The Issuer agrees that, for so long as any Note is outstandingOutstanding, or until moneys for the payment of all amounts in respect of all outstanding Outstanding Notes have been made available to the Agent and have been returned to each the Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europecontinental Europe or the United Kingdom, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.521.5), 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 1411.
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign resign, without giving any reason and without being responsible for any liabilities incurred by such resignation, by giving at least 90 45 days' ’ written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) at the expense and cost of the Issuer, be removed at any time by the Issuers Issuer on at least 45 days' ’ notice in writing from the Issuers Issuer specifying the date when the removal shall become effectiveeffective provided that the Agent shall not be responsible for any loss or liability incurred by such removal or termination.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' ’ written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each
22.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;; and
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe. In addition, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.522.5), or of the Paying Agent failing to become or ceasing to be a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14Condition13.
20.2 22.2 The Agent may (subject as provided in subclause 20.422.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 22.3 The Agent may (subject as provided in subclause 20.422.4) be removed at any time by the Issuers Issuer on at least 45 90 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.effective.
20.4 22.4 Any resignation under subclause 20.2 22.2 or removal of the Agent under subclauses 20.3 22.3 or 20.5 22.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the AgentAgent or of the Agent not becoming or ceasing to be a Participating FFI) on the expiry of the notice to be given under Clause 22clause 24. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.222.2 or subclause 22.3, as the case may be, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 22.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 24, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.Agreement.
20.6 22.6 Subject to subclause 20.122.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or of a Paying Agent not becoming or ceasing to be a Participating FFI).
20.7 22.7 Subject to subclause 20.122.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 22.8 Upon its resignation or removal becoming effective, a Paying Agent shall:shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.clause 16.
20.9 22.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS.
20.1 Each Issuer and each 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 Agent and have been returned to each Issuerthe Relevant Issuer or any relevant Guarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange or other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction jurisdiction(s) in which the Issuers are Relevant Issuer and/or any Guarantor is incorporated. FurthermoreIn addition, each the Relevant Issuer shall and the Guarantors shall, with the prior written approval of the Trustee, immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 14.13.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuers, the Guarantors and the Trustee specifying the date on which its resignation shall become effective.effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers and the Guarantors with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantors specifying the date when the removal shall become effective.effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers and the Guarantors of a successor Agent approved in writing by the Trustee and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each Issuer and each Guarantor agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers and the Guarantors have not appointed a successor Agent approved in writing by the Trustee then the Agent shall be entitled, on behalf of and at the Issuersexpense of the Issuers and the Guarantors, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which approved by the Issuers shall approve (such approval not to be unreasonably withheld or delayed).Trustee.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuers and the Guarantors with the prior written approval of the Trustee. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers and the Guarantors may, after prior consultation with the Agentprior written approval of the Trustee, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuers, the Guarantors, the Trustee and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, as soon as reasonably practicable immediately transfer all moneys and records held by it under this Agreement to the successor Agent;
(b) deliver to its successor Paying Agent (or, if none, the Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release); and
(bc) be entitled to the payment by each Issuer the Issuers (failing which the Guarantors) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 15 but shall not be entitled to any other amount by way of compensation.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each
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 Agent and have been returned to each the Issuer, 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 Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent;
(bc) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with in a specified office Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such place as may be required by the rules and regulations of such Stock Exchange or other relevant authorityDirective; and
(cd) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4 (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 20.521.5) or the occurrence of a Force Majeure Event (as determined by the Issuer following consultation with the Agent), 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 14.13 (Notices).
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), when it shall be of immediate effect) on the expiry of the notice to be given under Clause 2223. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2 and subclause 21.3, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which meets the Issuers criteria in Clause 21.1 and which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).approve.
20.5 21.5 In case at any time any Paying 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 liquidationliquidation or if a Force Majeure Event occurs which renders the Paying Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency or the occurrence of the Paying Agent a Force Majeure Event, as described above, when it shall be of immediate effect) upon expiry of the notice to be given under Clause 2223, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent) when it shall be of immediate effect).
20.7 21.7 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent.
21.8 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 21.9 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.15.
20.9 21.10 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If 21.11 The termination of the Issuer determines in its sole discretion that it will appointment of the Agent or any other Paying Agent under this Clause 21 shall not entitle the Agent or, as the case may be, any other Paying Agent to any amount by way of compensation but shall be required without prejudice to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholdingamount already accrued and due.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS.
20.1 Each Issuer of the Issuers 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 Agent and have been returned to each Issuerthe Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor, as provided in this Agreementherein:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange or other relevant authority; and
(c) there will be at all times be a Paying Agent with a specified office in a jurisdiction within Europecity approved by the Trustee outside the United Kingdom and (in the case of Guaranteed Notes) The Netherlands. In addition, other than the jurisdiction Relevant Issuer and (in which the Issuers are incorporated. Furthermore, each Issuer case of Guaranteed Notes) the Guarantor shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5Subclause 20.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.13.
20.2 The Agent may (subject as provided in subclause 20.4Subclause 20.4 below) at any time resign as such by giving at least 90 60 days' written notice to the Issuers Issuers, (in the case of Guaranteed Notes) the Guarantor and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective., which date shall be at least ten days before or after any due date for payment in respect of Notes of any Series in respect of which such Agent is acting.
20.3 The Agent may (subject as provided in subclause 20.4Subclause 20.4 below) be removed at any time by the Issuers Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor on at least 45 days' notice by the filing with it of an instrument in writing from signed on behalf of the Issuers Relevant Issuer and (in the case of the Guaranteed Notes) the Guarantor specifying such removal and the date when the removal it shall become effective., which date shall be at least ten days before or after any due date for payment in respect of Notes of any Series in respect of which such Agent is acting.
20.4 Any resignation under subclause Subclause 20.2 or removal of the Agent under subclauses Subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor as hereinafter provided, of a successor Agent (approved by the Trustee) and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22. Each of the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor agrees with the Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause Subclause 20.2, the Issuers Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor have not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersRelevant Issuer and (in the case of Guaranteed Notes) the Guarantor, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuers Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor and the Trustee shall approve (such approval not to be unreasonably withheld or delayed).delayed).
20.5 In case at any time any Paying Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Paying Agent which shall be a reputable financial institution of good standing (approved by the Trustee) may be appointed by the IssuersRelevant Issuer and (in the case of Guaranteed Notes) the Guarantor by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Paying Agent and acceptance by it of its such appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, 22 the Paying Agent so superseded shall cease to be a Paying Agent under this Agreementhereunder.
20.6 Subject to subclause Subclause 20.1, the Issuers Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor may, after prior consultation with the AgentAgent and the Trustee, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency), which notice shall not expire less than ten days before or after the due date for any payment in respect of any Notes.
20.7 Subject to subclause Subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement hereunder at any time by giving the Issuers Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the Trustee and the Agent at least 45 days' written notice to that effect, which notice shall not expire less than ten days before or after the due date for any payment in respect of any Notes.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, as soon as reasonably practicable forthwith transfer all moneys and records held by it under this Agreement hereunder to the successor AgentAgent xxxxxxxxx; and
(b) be entitled to the payment by each the Relevant Issuer (failing which the Guarantor (in the case of Guaranteed Notes)) of the commissions, fees and expenses payable in respect of its for the services under this Agreement before termination theretofore rendered hereunder in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same like effect as if originally named as a Paying Agent under this Agreementhereunder.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 22.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to each the Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4 (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 20.5Subclause 22.5) or the occurrence of a Force Majeure Event (as determined by the Issuer following consultation with the Agent), 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 1413 (Notices).
20.2 22.2 The Agent may (subject as provided in subclause 20.4Subclause 22.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 22.3 The Agent may (subject as provided in subclause 20.4Subclause 22.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 22.4 Any resignation under subclause 20.2 Subclause 22.2 or removal of the Agent under subclauses 20.3 Subclauses 22.3 or 20.5 22.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), when it shall be of immediate effect) on the expiry of the notice to be given under Clause 2224. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2Subclause 22.2 and Subclause 22.3, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which meets the Issuers criteria in Clause 22.1 and which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 22.5 In case at any time any Paying 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 liquidationliquidation or if a Force Majeure Event occurs which renders the Paying Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency or the occurrence of the Paying Agent a Force Majeure Event, as described above, when it shall be of immediate effect) upon expiry of the notice to be given under Clause 2224, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each (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 Agent and have been returned to each the Issuer, as provided in this Agreementherein:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within EuropeMember State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, other than or introduced in order to conform to such Directive. In addition, the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5(5) below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 1413.
20.2 (2) The Agent may (subject as provided in subclause 20.4(4) below) at any time resign as such by giving at least 90 days' ’ written notice to the Issuers Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
20.3 (3) The Agent may (subject as provided in subclause 20.4(4) below) be removed at any time by the Issuers Issuer on at least 45 days' ’ notice by the filing with it of an instrument in writing from signed on behalf of the Issuers Issuer specifying such removal and the date when the removal it shall become effective.
20.4 (4) Any resignation under subclause 20.2 (2) or removal of the Agent under subclauses 20.3 (3) or 20.5 (5) shall only take effect upon the appointment by the Issuers Issuer as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2(2), the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed).
20.5 (5) In case at any time any Paying Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Paying Agent and acceptance by it of its such appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, clause 23 the Paying Agent so superseded shall cease to be a Paying Agent under this Agreementhereunder.
20.6 (6) Subject to subclause 20.1(1), the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency).
20.7 (7) Subject to subclause 20.1(1), all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement hereunder at any time by giving the Issuers Issuer and the Agent at least 45 days' ’ written notice to that effect.
20.8 (8) Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, as soon as reasonably practicable forthwith transfer all moneys and records held by it under this Agreement hereunder to the successor AgentAgent hereunder; and
(b) be entitled to the payment by each the Issuer of the its commissions, fees and expenses payable in respect of its for the services under this Agreement before termination theretofore rendered hereunder in accordance with the terms of Clause 15clause 16.
20.9 (9) Upon its appointment becoming effective, a successor or new Paying Agent shall, without further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same like effect as if originally named as a Paying Agent under this Agreementhereunder.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement (International Lease Finance Corp)
CHANGES IN PAYING AGENTS. 20.1 Each Issuer agrees and 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 Agent and have been returned to each Issuerthe relevant Issuer or the Guarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such the place as may be required by the rules and regulations of such Stock Exchange or such other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction jurisdiction(s) in which each Issuer and the Guarantor were incorporated. In addition, the Issuers are incorporated. Furthermore, each Issuer and the Guarantor shall immediately appoint a Paying Agent approved by the Trustee having a specified office in New York City in the circumstances described in Condition 6.45.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause clause 20.5), 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 1415.
20.2 The Agent may (subject as provided in subclause clause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuers, the Guarantor and the Trustee specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause clause 20.4) be removed at any time by the Issuers and the Guarantor (after prior consultation with the Trustee) on at least 45 days' notice in writing writing, copied to the Trustee, from the Issuers and the Guarantor specifying the date when the removal shall become effective.
20.4 Any resignation under subclause clause 20.2 or removal of the Agent under subclauses clauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Agent approved by the Trustee and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each Issuer and the Guarantor agrees with the Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause clause 20.2, the Issuers and the Guarantor have not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuers and the Guarantor, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuers shall approve (such approval not to be unreasonably withheld or delayed)standing.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuers and the Guarantor and approved by the Trustee. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent Agent, when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause clause 20.1, the Issuers and the Guarantor may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause clause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuers, the Guarantor, the Trustee and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each Issuer the Issuers (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 clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to each Issuer, the Issuer as provided in this Agreementherein:
(a) there will at all times be an Agent;
(b) 24.1.1 so long as any Notes are listed or admitted to trading on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Principal Paying Agent, (in the case of Bearer Notes) and a Transfer Agent, which may be the Registrar, (in the case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange (or any other relevant authority);
24.1.2 there will at all times be a Principal Paying Agent and a Registrar; and
(c) 24.1.3 there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having with a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 14situated outside The Netherlands.
20.2 The 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 20.4Subclause 24.4) at any time resign by giving at least 90 days' ’ written notice to the Issuers specifying Issuer of such
24.3 Each of the date on which its resignation shall become effective.
20.3 The Principal Paying Agent and the Registrar may (subject as provided in subclause 20.4Subclause 24.4) be removed at any time by the Issuers Issuer on at least 45 days' ’ notice by the filing with it of an instrument in writing from signed on behalf of the Issuers Issuer specifying such removal and the date when the removal it shall become effective.
20.4 24.4 Any resignation under subclause 20.2 Subclause 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 20.3 Subclauses 24.3 or 20.5 24.5 shall only take effect upon the appointment by the Issuers Issuer as hereinafter provided of a successor Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the AgentPrincipal Paying Agent or the Registrar, as the case may be,) on the expiry of the notice to be given under Clause 2226. Each The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 ten days before the expiry of any notice under subclause 20.2Subclause 24.2, the Issuers have Issuer has not appointed a successor Principal Paying Agent or Registrar, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 24.5 In case at any time any Paying Agent resigns, or is removed, or becomes incapable of acting action or is adjudged a bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Paying Agent Agent, which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer by an instrument in writing filed with the successor Agent. Upon the appointment as aforesaid of a successor Paying Agent and acceptance by it the latter of its such appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effectAgent) upon expiry of the notice to be given under Clause 22, 26 the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency)hereunder.
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 14.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 60 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 60 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvency). If the Issuer fails to appoint a successor within such period, the Agent may select a leading bank to act as the Paying Agent hereunder and the Issuer will appoint that bank as the successor Paying Agent.
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 60 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without any further action, become vested with all the authority, rights, powers, trust, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each the Issuer, 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 Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent;
(bc) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with in a specified office Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such place as may be required by the rules and regulations of such Stock Exchange or other relevant authorityDirective; and
(cd) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.46.4 (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 20.521.5), 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 1414 (Notices).
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2 and subclause 21.3, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which meets the Issuers criteria in Clause 21.1 and which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If 21.10 The termination of the Issuer determines in its sole discretion that it will appointment of the Agent or any other Paying Agent under this Clause 21 shall not entitle the Agent or, as the case may be, any other Paying Agent to any amount by way of compensation but shall be required without prejudice to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholdingamount already accrued and due.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 21.1 Each of the Issuer and the Guarantors 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 Agent and have been returned to each Issuerthe Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent;
(bc) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with in a specified office Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such place as may be required by the rules and regulations of such Stock Exchange or other relevant authorityDirective; and
(cd) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer or any of the Guarantors is incorporated. FurthermoreIn addition, each the Issuer and the Guarantors shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4 (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 20.521.5), 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 1413 (Notices).
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' ’ written notice to the Issuers Issuer, the Guarantors and the Trustee specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer and the Guarantors, with the prior written approval of the Trustee (which shall not be unreasonably withheld), on at least 45 90 days' ’ notice in writing from the Issuers Issuer and the Guarantors specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer and the Guarantors of a successor Agent approved in writing by the Trustee and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 24. Each of the Issuer agrees and the Guarantors agree with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers Issuer and the Guarantors have not appointed a successor Agent approved in writing by the Trustee, then the Agent shall be entitled, on behalf of the IssuersIssuer and the Guarantors, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer, the Guarantors and the Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer and the Guarantors, with the prior written approval of the Trustee (which shall not be unreasonably withheld). Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 24, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer and the Guarantors may, after prior consultation with the AgentAgent and with the prior written approval of the Trustee (which shall not be unreasonably withheld), terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 90 days' ’ notice in writing to that effect (other than in the case of insolvency).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer, the Guarantors, the Trustee and the Agent at least 45 days' ’ written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer (failing which the Guarantors) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If 21.10 Notwithstanding any other provision in this Agreement, if the Issuer determines determines, in its sole discretion discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any the next scheduled payment due on any Notesand such FATCA Withholding would not have arisen but for an Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, then the Issuer will be entitled to re-direct or reorganise terminate the Paying Agent without notice and such termination will be effective from any such payment time specified in any way that it sees fit in order that the payment may be made without FATCA Withholdingwriting to such Agent.
Appears in 1 contract
CHANGES IN PAYING AGENTS.
20.1 Each 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 Agent and have been returned to each the Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 14.13.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least not less than 30 days’ and not more than 90 days' ’ notice written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 not less than 30 days' ’ and not more than 90 days’ notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers Issuer have not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed).approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.or
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 on not less than 30 days' ’ and not more than 90 days’ notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 not less than 30 days' ’ and not more than 90 days’ written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each
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 Agent and have been returned to each the Issuer, 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 Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent;
(bc) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with in a specified office Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such place as may be required by the rules and regulations of such Stock Exchange or other relevant authorityDirective; and
(cd) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.47.4 (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 20.5sub-clause 21.5)), 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 1416 (Notices).
20.2 21.2 The Agent may (subject as provided in subclause 20.4sub-clause 21.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.4sub-clause 21.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 sub-clause 21.2 or removal of the Agent under subclauses 20.3 sub-clauses 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22Xxxxxx 23. Each The Issuer agrees with the Agent that if, by the day falling 10 (ten) days before the expiry of any notice under subclause 20.2sub- clause 21.2 and sub-clause 21.3, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which meets the Issuers criteria in sub-clause 21.1 and which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effectinsolvency) upon expiry of the notice to be given under Clause 2223, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.1sub-clause 21.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 (forty-five) days' notice in writing to that effect (other than in the case of insolvency).
20.7 21.7 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent.
21.8 Subject to subclause 20.1sub-clause 21.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 21.9 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 21.10 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If 21.11 The termination of the Issuer determines in its sole discretion that it will appointment of the Agent or any other Paying Agent under this Clause 21 shall not entitle the Agent or, as the case may be, any other Paying Agent to any amount by way of compensation but shall be required without prejudice to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholdingamount already accrued and due.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each the Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.521.5), 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 1413.
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least not less than 30 days’ and not more than 90 days' ’ notice written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 not less than 30 days' ’ and not more than 90 days’ notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers Issuer have not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 on not less than 30 days' ’ and not more than 90 days’ notice in writing to that effect (other than in the case of insolvency).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 not less than 30 days' ’ and not more than 90 days’ written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each Issuer and each 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 Agent and have been returned to each Issuerthe Relevant Issuer or any relevant Guarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange or other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction jurisdiction(s) in which the Issuers are Relevant Issuer and/or any Guarantor is incorporated. FurthermoreIn addition, each the Relevant Issuer shall and the Guarantors shall, with the prior written approval of the Trustee, immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1413.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuers, the Guarantors and the Trustee specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers and the Guarantors with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantors specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers and the Guarantors of a successor Agent approved in writing by the Trustee and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each Issuer and each Guarantor agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers and the Guarantors have not appointed a successor Agent approved in writing by the Trustee then the Agent shall be entitled, on behalf of and at the Issuersexpense of the Issuers and the Guarantors, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which approved by the Issuers shall approve (such approval not to be unreasonably withheld or delayed)Trustee.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuers and the Guarantors with the prior written approval of the Trustee. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers and the Guarantors may, after prior consultation with the Agentprior written approval of the Trustee, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuers, the Guarantors, the Trustee and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, as soon as reasonably practicable immediately transfer all moneys and records held by it under this Agreement to the successor Agent;
(b) deliver to its successor Paying Agent (or, if none, the Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release); and
(bc) be entitled to the payment by each Issuer the Issuers (failing which the Guarantors) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 15 but shall not be entitled to any other amount by way of compensation.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each Issuer agrees 21.1 The Issuers agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to each Issuer, the Issuers as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are incorporated. FurthermoreIn addition, each Issuer the Issuers shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.46(d) (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 20.521.5), 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 1414 (Notices).
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' written notice to the Issuers specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer and/or the Guarantor on at least 45 days' notice in writing from the Issuers Issuer and/or the Guarantor specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 or 20.5 subclause 21.3 or
21.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 24. Each Issuer agrees The Issuers and the Guarantor agree with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuers, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers shall approve (such approval not to be unreasonably withheld or delayed)standing.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing trading by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause Clause 20.5), 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 1415.
20.2 The Agent may (subject as provided in subclause Clause 20.4) at any time resign by giving at least 90 45 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause Clause 20.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause Clause 20.2 or removal of the Agent under subclauses Clauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause Clause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitledmay, on behalf of following consultation with the IssuersIssuer, to appoint in its place as a successor Agent in its place Principal Paying Agent, a reputable and experienced financial institution of good standing standing, which the Issuers Issuer shall approve approve. The costs and expenses (including its attorneys' fees and expenses) incurred by the Agents in connection with such approval not to proceeding shall be unreasonably withheld or delayed)paid by the Issuer. Upon its resignation, each Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause Clause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause Clause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA withholding in connection with the next scheduled payment and such FATCA withholding would not have arisen but for a Paying Agent not being or having ceased to be a person to whom payments are free from FATCA withholding, the Issuer will be entitled to terminate the appointment of such Paying Agent without notice and such termination will be effective from any such time specified in writing to such Agent.
20.10 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each the Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or admitted to listing by any other relevant authority;
(b) there will at all times be an Agent; and
(c) if any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 or any law implementing or complying with, or introduced in order to conform to such Directive is introduced, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of such Stock Exchange or other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within EuropeMember State of the European Union that will not be obliged to withhold or deduct tax pursuant to any such Directive or law. In addition, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.46. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.521.5), 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 14.
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed).
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS.
20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 14.11.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed).approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each
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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.521.5), 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 14.11.
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 60 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 60 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the AgentAgent or of the Agent that is an FFI failing to become or ceasing to be a Participating FFI) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed).approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or of a Paying Agent failing to become or ceasing to be a Participating FFI).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 60 days' written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 21.1 The Issuer agrees that, for so long as any Note is outstandingOutstanding, or until moneys for the payment of all amounts in respect of all outstanding Outstanding Notes have been made available to the Agent and have been returned to each the Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europecontinental Europe or the UK, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.521.5), 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 1412.
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign resign, without giving any reason and without being responsible for any liabilities incurred by such resignation, by giving at least 90 45 days' ’ written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) at the expense and cost of the Issuer, be removed at any time by the Issuers Issuer on at least 45 days' ’ notice in writing from the Issuers Issuer specifying the date when the removal shall become effectiveeffective provided that the Agent shall not be responsible for any loss or liability incurred by such removal or termination.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' ’ written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of such Stock Exchange or other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 14.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers on at least 45 days' notice in writing from the Issuers specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuers, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuers shall approve (such approval not to be unreasonably withheld or delayed).
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-re- direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each
21.1 The Issuer agrees that, for so long as any Note Bond is outstandingOutstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes Outstanding Bonds have been made available to the Agent and have been returned to each the Issuer, as provided in this Agreement:Agreement:
(a) so long as any Bonds are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of such Stock Exchange or other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europecontinental Europe or the United Kingdom, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.521.5), 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 Bondholders in accordance with Condition 1411.
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign resign, without giving any reason and without being responsible for any liabilities incurred by such resignation, by giving at least 90 45 days' ’ written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) at the expense and cost of the Issuer, be removed at any time by the Issuers Issuer on at least 45 days' ’ notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.effective provided that the Agent shall not be responsible for any loss or liability incurred by such removal or termination.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 or 20.5 21.3 or
21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS.
20.1 Each Issuer Obligor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to each Issuerthe Relevant Issuer or the relevant Guarantors, as the case may be, as provided in this Agreement:Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange or other relevant authority;
(b) there will at all times be a Principal Paying Agent; and
(c) insofar as the Relevant Issuer or the Relevant Guarantors would be obliged (but for the provisions of Condition 8(a)) to pay additional amounts pursuant to Condition 8 upon presentation of the Notes or Coupons (as the case may be) for payment in the United Kingdom, there will be at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdiction in which United Kingdom. In addition, the Issuers are incorporated. Furthermore, each Relevant Issuer and the relevant Guarantors shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change of or to the appointment of such Paying Agent(s) shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.
20.2 The Principal Paying Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers Obligors and the Trustee specifying the date on which its resignation shall become effective.effective.
20.3 The Principal Paying Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Obligors, with the prior written approval of the Trustee, on at least 45 days' notice in writing from the Issuers Obligors specifying the date when the removal shall become effective.effective.
20.4 Any resignation under subclause 20.2 or removal of the Principal Paying Agent under subclauses subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Obligors of a successor Principal Paying Agent approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent) on the expiry of the notice to be given under Clause clause 22. Each Issuer Obligor agrees with the Principal Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers Obligors have not appointed a successor Principal Paying Agent approved in writing by the Trustee then the Principal Paying Agent shall be entitled, on behalf of the IssuersObligors, to appoint in its place as a successor Agent in its place Principal Paying Agent, a reputable financial institution of good standing which the Issuers Obligors and the Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersObligors with the prior written approval of the Trustee. Upon the appointment of a successor Paying Agent and acceptance acceptanc e by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.Agreement.
20.6 Subject to subclause 20.1, the Issuers Obligors may, after prior consultation with the Agentprior written approval of the Trustee, terminate the appointment of any of the other Paying Agents (other than the Principal Paying Agent) at any time and/or appoint one or more further or other Paying Agents by giving to the Principal Paying Agent and to the relevant any other Paying Agent at least 45 days' notice in writing to that effect (other than in the case c ase of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Obligors, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Principal Paying Agent, 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 each the Relevant Issuer (or, failing which, the relevant Guarantors) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 24.1 Each 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 Issuing and Principal Paying Agent and have been returned to each Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Issuing and Principal Paying Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent, a Transfer Agent and a Registrar any two or more of which may be the same person; and
(c) there it will be at all times be ensure that it maintains a Paying Agent in a jurisdiction within EuropeMember State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, other than the jurisdiction or introduced in which the Issuers are incorporatedorder to conform to, such Directive. FurthermoreIn addition, each Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.46.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.524.5), 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 14.
20.2 24.2 The Issuing and Principal Paying Agent and the Registrar may (subject as provided in subclause 20.424.4) at any time resign by giving at least 90 days' ’ written notice to the Issuers specifying the date on which its resignation shall become effective.
20.3 24.3 The Issuing and Principal Paying Agent may (subject as provided in subclause 20.424.4) be removed at any time by the Issuers on at least 45 days' ’ notice in writing from the Issuers specifying the date when the removal shall become effective.
20.4 24.4 Any resignation under subclause 20.2 24.2 or removal of the Issuing and Principal Paying Agent or the Registrar under subclauses 20.3 24.3 or 20.5 24.5 shall only take effect upon the appointment by the Issuers of a successor Agent 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 22clause 36. Each Issuer 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 20.224.2, the Issuers have not appointed a successor 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 Issuers, to appoint in its place as a successor Agent in its place or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers shall approve (such approval not to be unreasonably withheld or delayed)standing.
20.5 24.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 26, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 24.6 Subject to subclause 20.124.1, the Issuers may, after prior consultation with the Agent, may terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Issuing and Principal Paying Agent and to the relevant other Paying Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency).
20.7 24.7 Subject to subclause 20.124.1, all or any of the Paying Agents (other than the AgentIssuing and Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Issuing and Principal Paying Agent at least 45 days' ’ written notice to that effect.
20.8 24.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the AgentIssuing 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 24.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement (Wachovia Corp New)
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1411.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 60 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 60 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvency). If the Issuer fails to appoint a successor within such period, the Agent may select a leading bank to act as the Paying Agent hereunder and the Issuer will appoint that bank as the successor Paying Agent.
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 60 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without any further action, become vested with all the authority, rights, powers, trust, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each The Issuer agrees and each of the Guarantors 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 Agent and have been returned to each Issuerthe Issuer or any Guarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any the Notes are listed on any Stock Exchange stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of such Stock Exchange the relevant stock exchange or other relevant authority; and
(c) there will be at all times be a Paying Agent (which may be the Agent) in a jurisdiction within continental Europe, other than the jurisdiction in which the Issuers are Issuer or any Guarantor is incorporated. FurthermoreIn addition, each the Issuer and the Guarantors shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.47.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1416.
20.2 The Any Paying Agent may (subject resign its appointment as provided the agent of the Issuer hereunder and/or in subclause 20.4) at relation to any time resign by giving at least 90 Series of Notes upon the expiration of not less than 45 days' written notice to that effect by such Paying Agent to the Issuers specifying Issuer (with a copy to the Trustee, each of the Guarantors and, in the case of a Paying Agent other than the Agent, to the Agent) provided, however, that:
(a) if in relation to any Series of Notes any such resignation which would otherwise take effect less than 60 days before or after the maturity date on which its or other date for redemption of such Series or any interest or other payment date in relation to any such Series it shall not take effect, in relation to such Series only, until the thirtieth day following such date;
(b) in respect of any Series of Notes, in the case of a Required Paying Agent, such resignation shall become effectivenot be effective until a successor thereto has been appointed by the Issuer and the Guarantors as their agent and approved by the Trustee in relation to such Series of Notes or in accordance with Clause 20.4 and notice of such appointment has been given in accordance with the Conditions; and
(c) notice of any change in any of the Paying Agents or in their specified offices shall promptly be given to the Noteholders in accordance with the Conditions.
20.3 The Issuer and the Guarantors may revoke the appointment of any Paying Agent may (subject as provided their agent hereunder and/or in subclause 20.4) be removed at relation to any time Series of Notes by the Issuers on at least not less than 45 days' notice to that effect to such Paying Agent (with a copy to the Trustee and, in writing from the Issuers specifying case of a Paying Agent other than the date when Agent to the removal Agent) provided, however, that:
(a) in respect of any Series of Notes, in the case of any Required Paying Agent, such revocation shall become effectivenot be effective until a successor thereto has been appointed by the Issuer as their agent in relation to such Series of Notes; and
(b) notice of any change in any of the Paying Agents or in their specified offices shall promptly be given to the Noteholders in accordance with the Conditions.
20.4 Any resignation under subclause 20.2 or removal The Issuer and each of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22. Each Issuer agrees Guarantors agree with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers Issuer and the Guarantors have not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer and the Guarantors, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer and the Guarantors shall approve (such approval not to be unreasonably withheld or delayed).
20.5 In case at any time any Paying 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 liquidationliquidation or any other event occurs which has an analogous effect to any of the foregoing, a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers. Upon the appointment of such Paying Agent shall terminate forthwith. If the appointment of any Required Paying Agent is terminated in accordance with this Clause 20.5, the Issuer and the Guarantors shall forthwith appoint a successor in accordance with Clause 20.6.
20.6 The Issuer and the Guarantors may appoint a successor agent and additional or successor paying agents and shall promptly give notice of any such appointment to the continuing Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22Agents, the Noteholders and the Trustee, whereupon the Issuer, the continuing Paying Agent so superseded Agents, the Trustee and the additional or successor agent or paying agent shall cease acquire and become subject to be a Paying Agent under the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, as soon as reasonably practicable immediately transfer all moneys and records papers (including any unissued Notes held by it under this Agreement hereunder and any documents held by it pursuant to the successor Agent; andclause 13) to its successor;
(b) in the case of the Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer or authorised signatory of the Agent, of the records maintained by it in accordance with this Agreement;
(c) be entitled to the payment by each the Issuer (failing which the Guarantors) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 20.8 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If 20.9 Notwithstanding any other provision in this Agreement, if the Issuer determines or any Guarantor determines, in its sole discretion discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payment payments due on any Notesthe Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, then the Issuer or any Guarantor will be entitled to re-direct or reorganise terminate the Paying Agent without notice and such termination will be effective from any such payment time specified in any way that it sees fit in order that the payment may be made without FATCA Withholdingwriting to such Paying Agent.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1415.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 60 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 60 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 60 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1411.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 60 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 60 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed).approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 60 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), ) 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 1411.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 45 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Paying Agent Agent, when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each Issuer agrees 21.1 The Issuers agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to each Issuer, the Issuers as provided in this Agreement:Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are incorporated. FurthermoreIn addition, each Issuer the Issuers shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.46(d) (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 20.521.5), 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 1414 (Notices).
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' written notice to the Issuers specifying the date on which its resignation shall become effective.effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer and/or the Guarantor on at least 45 days' notice in writing from the Issuers Issuer and/or the Guarantor specifying the date when the removal shall become effective.effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 or 20.5 subclause 21.3 or
21.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 24. Each Issuer agrees The Issuers and the Guarantor agree with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuers, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers shall approve (such approval not to be unreasonably withheld or delayed)standing.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 17.1 The Issuer agrees may, with the prior written approval of the Trustee, appoint further or other Paying Agents. The Issuer may also, with the prior written approval of the Trustee, vary or terminate the appointment of any of the Paying Agents at any time by giving to ( a) the Trustee, (b) the Paying Agent whose appointment is to be varied or terminated and (c) (except in the case of variation or termination of the appointment of the Agent) the Agent, at least 60 days' prior written notice to that effect; provided always 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 Agent and have been returned to each Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;no such notice relating to the termination of the appointment of the Agent shall take effect until a new Agent approved by the Trustee has been appointed on terms approved by the Trustee; and
(b) the Issuer shall procure that there is at all times:
(i) a Paying Agent (which may be the Agent) having a specified office in London or in another city approved by the Trustee in Europe; and
(ii) so long as any of the Notes are listed on any Stock Exchange or admitted to listing listing, trading and/or quotation by any other relevant listing authority, there will at all times be stock exchange and/or quotation system, a Paying Agent with (which may be the Agent) having a specified office in such place as may be each location required by the rules and regulations of such Stock Exchange or other the relevant listing authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe. In addition, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. 6.2.
17.2 Any variationof the Paying Agents may resign as a Paying Agent under this Agreement at any time by giving to the Trustee, terminationthe Issuer and, appointment or change except in the case of the resignation of the Agent, the Agent at least 60 days' prior written notice to that effect; provided that:
(a) in the case of the resignation of the Agent, no such resignation shall only take effect until a new Agent approved by the Trustee has been appointed on terms approved by the Trustee;
(b) no such resignation shall take effect unless upon the expiry of the notice period there shall be:
(i) a Paying Agent (which may be the Agent) having a specified office in London or in another city approved by the Trustee in Europe; and
(ii) so long as any of the Notes are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system, a Paying Agent (which may be the Agent) having a specified office in each location required by the rules and regulations of the relevant listing authority; and
(c) (other than in any of the case of insolvency (as provided circumstances described in subclause 20.5)17.5 below, when it shall be of immediate effect) after no such resignation shall take effect until not more than 45 nor less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.
20.2 the Conditions. The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers on at least 45 days' notice in writing from the Issuers specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22. Each Issuer agrees with the Agent that if, by the day falling 10 ten days before the expiry of any notice notic e under subclause 20.2this Clause 17.2, the Issuers have Issuer has not appointed a successor Agent replacement Agent, then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint as a successor Agent in its place a any reputable financial institution of good standing which the Issuers Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayed).
20.5 17.3 If the appointment of the Agent under this Agreement is terminated pursuant to subclause 17.1 or 17.2 above or 17.5 or 17.11 below, the Agent shall not be entitled to any amount by way of compensation but shall on the date on which such termination takes effect:
(a) pay to the successor Agent the amounts held by it in respect of Notes or Coupons which have not been presented for payment and deliver to the successor Agent all Notes, Coupons and Talons surrendered to it but not yet destroyed and all records except those it is obliged by law or regulations to retain or not release concerning Notes, Coupons and Talons maintained by the Agent pursuant to Clause 11 above, and pending such transfer shall hold all such moneys and documents in trust for and subject to the order of the successor Agent hereunder but shall have no other duties or responsibilities hereunder; and
(b) be entitled to the payment by the Issuer of any amount then accrued due.
17.4 On behalf and at the expense of the Issuer, the Agent shall cause notice to be published in accordance with the Conditions not more than 45 nor less than 30 days prior to any suc h proposed appointment, termination or resignation of any Paying Agent becoming effective. In the case of the termination of the appointment, or the resignation, of the Agent or the appointment of a successor Agent, such notice will be published, or caused to be published, by the Issuer.
17.5 The appointment of any Paying Agent shall terminate forthwith if at any time any Paying Agent resigns, or is removed, or it (a) becomes incapable of acting acting, or (b) 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 administratora receiver, liquidator or administrative administrator or other receiver similar official of all or a any substantial part of its property, property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for its winding up or dissolution, or if a receiver, administrator or other similar official of itself or all or any substantial part of its debtsproperty is appointed, 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 law, or if any public officer takes charge c harge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
17.6 Upon any successor Agent appointed under this Agreement executing, a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by acknowledging and delivering to the Issuers. Upon Issuer and the Trustee an instrument accepting such appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers mayit shall with effect therefrom without any further act, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one deed or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further actionconveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor or, as the case may be, a Paying Agent with the same like effect as if originally named as a Paying Agent hereunder, and such predecessor, upon payment to it of amounts then accrued due to it, shall thereupon become obliged to transfer, deliver and pay over, and such successor Agent shall be entitled to receive, all moneys, together with copies of all records required to be kept under Clause 11 above, held by such predecessor as Agent under this Agreement.
20.10 17.7 Any corporation into which any Paying Agent may be merged or converted, or any corporation with which any Paying Agent may be consolidated, or any corporation resulting from any merger or conversion or consolidation to which any Paying Agent shall be a party, or any corporation to which any Paying Agent shall sell or otherwise transfer all or substantially all the assets of the corporate trust business of such Paying Agent, shall, to the extent permitted by applicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto save that notice of any such merger, conversion, consolidation, sale or transfer shall forthwith be given to the Issuer, the Trustee and the other Paying Agent(s).
17.8 If any of the Paying Agents shall change its specified office, it shall (after having, in any suc h c ase other than a change of specified office within the same city, obtained the prior written approval of the Issuer determines and the Trustee thereto) give to the Issuer, the Agent (if applicable) and the Trustee not less than 45 days' prior written notice to that effect giving details of the address of the new specified office and specifying the effective date of such change. The Agent shall, on behalf of the Issuer but at its own expense, give to the Noteholders in accordance with the Conditions notice of such change and the address of the new specified office not more than 45 nor less than 30 days prior to such change.
17.9 If any of the Paying Agents shall change its name, it shall give to the Issuer, the Agent (if applicable) and the Trustee immediate notice to that effect giving details of the new name and specifying the effective date of such change. The Agent shall, on behalf of the Issuer but at its own expense, give to the Noteholders in accordance with the Conditions notice of such change.
17.10 As used herein, the expression specified office shall be deemed to mean the relevant office specified for the purposes of Clause 19.2 below or such other office from time to time notified to the Noteholders in accordance with subclause 17.8 above and to the Issuer and the Trustee in accordance with Clause 19 below.
17.11 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payment payments due on any Notesthe Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, then the Issuer will be entitled to re-direct or reorganise terminate the Paying Agent’s appointment without notic e and such termination will be effective from any such payment time specified in any way that it sees fit in order that the payment may be made without FATCA Withholdingwriting to such Paying Agent.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each the Issuer, 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 Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent;
(bc) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with in a specified office Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such place as may be required by the rules and regulations of such Stock Exchange or other relevant authorityDirective; and
(cd) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4 (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 20.521.5) or the occurrence of a Force Majeure Event (as determined by the Issuer following consultation with the Agent), 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 1413 (Notices).
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), when it shall be of immediate effect) on the expiry of the notice to be given under Clause 2223. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2 and subclause 21.3, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which meets the Issuers criteria in Clause 21.1 and which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 liquidationliquidation or if a Force Majeure Event occurs which renders the Paying Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency or the occurrence of the Paying Agent a Force Majeure Event, as described above, when it shall be of immediate effect) upon expiry of the notice to be given under Clause 2223, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent) when it shall be of immediate effect).
20.7 21.7 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent.
21.8 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 21.9 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 21.10 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If 21.11 The termination of the Issuer determines in its sole discretion that it will appointment of the Agent or any other Paying Agent under this Clause 21 shall not entitle the Agent or, as the case may be, any other Paying Agent to any amount by way of compensation but shall be required without prejudice to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholdingamount already accrued and due.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each (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 Agent and have been returned to each the Issuer, as provided in this Agreementherein:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there if any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 or any law implementing or complying with, or introduced in order to conform to such Directive is introduced, the Issuer will be at all times be ensure that it maintains a Paying Agent in a jurisdiction within European EU Member State that will not be obliged to withhold or deduct tax pursuant to any such Directive or law. In addition, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5(5) below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1413.
20.2 (2) The Agent may (subject as provided in subclause 20.4(4) below) at any time resign as such by giving at least 90 days' written notice to the Issuers Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
20.3 (3) The Agent may (subject as provided in subclause 20.4(4) below) be removed at any time by the Issuers Issuer on at least 45 days' notice by the filing with it of an instrument in writing from signed on behalf of the Issuers Issuer specifying such removal and the date when the removal it shall become effective.
20.4 (4) Any resignation under subclause 20.2 (2) or removal of the Agent under subclauses 20.3 (3) or 20.5 (5) shall only take effect upon the appointment by the Issuers Issuer as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2(2), the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed).
20.5 (5) In case at any time any Paying Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement (International Lease Finance Corp)
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1416.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 60 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 60 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 60 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each (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 Agent and have been returned to each the Issuer, as provided in this Agreementherein:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such place as may be required by the rules and regulations of such the relevant Stock Exchange or other relevant authorityExchange;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in with a jurisdiction within Europespecified office outside the European Union. In addition, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5(5) below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1413.
20.2 (2) The Agent may (subject as provided in subclause 20.4(4) below) at any time resign as such by giving at least 90 days' written notice to the Issuers Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
20.3 (3) The Agent may (subject as provided in subclause 20.4(4) below) be removed at any time by the Issuers Issuer on at least 45 days' notice by the filing with it of an instrument in writing from signed on behalf of the Issuers Issuer specifying such removal and the date when the removal it shall become effective.
20.4 (4) Any resignation under subclause 20.2 (2) or removal of the Agent under subclauses 20.3 (3) or 20.5 (5) shall only take effect upon the appointment by the Issuers Issuer as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2(2), the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed).
20.5 (5) In case at any time any Paying Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Paying Agent and acceptance by it of its such appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22, clause 23 the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers and the Agent at least 45 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the Agent, 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 each Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying Agent shall, without further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.Paying
Appears in 1 contract
Samples: Agency Agreement (International Lease Finance Corp)
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 1416.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 60 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers Issuer on at least 45 60 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause clause 22. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause clause 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 Subject to subclause 20.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvency).
20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 60 days' written notice to that effect.
20.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause clause 15.
20.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each Issuer, the Issuer as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent Agent, which may be the Agent, with a specified office in such the place as may be required by the rules and regulations of such the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.44.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.521.5), 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 1411.
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 Each 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 Agent and have been returned to each the Issuer, 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 Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent;
(bc) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with in a specified office Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such place as may be required by the rules and regulations of such Stock Exchange or other relevant authorityDirective; and
(cd) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer is incorporated. FurthermoreIn addition, each the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4 (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 20.521.5) or the occurrence of a Force Majeure Event (as determined by the Issuer following consultation with the Issuer), 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 1413 (Notices).
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' written notice to the Issuers Issuer specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer on at least 45 days' notice in writing from the Issuers Issuer specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer of a successor Agent and (other than in cases of insolvency of the Agent or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), when it shall be of immediate effect) on the expiry of the notice to be given under Clause 22clause 23. Each The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2 and subclause 21.3, the Issuers have Issuer has not appointed a successor Agent then the Agent shall be entitled, on behalf of the IssuersIssuer, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which meets the Issuers criteria in Clause 21.1 and which the Issuer shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 liquidationliquidation or if a Force Majeure Event occurs which renders the Paying Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent), a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency or the occurrence of the Paying Agent a Force Majeure Event, as described above, when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 23, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or the occurrence of a Force Majeure Event rendering the Agent unable to carry out its obligations under this Agreement (as determined by the Issuer following consultation with the Agent) when it shall be of immediate effect).
20.7 21.7 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent.
21.8 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer and the Agent at least 45 days' written notice to that effect.
20.8 21.9 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.10 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If 21.11 The termination of the Issuer determines in its sole discretion that it will appointment of the Agent or any other Paying Agent under this Clause 21 shall not entitle the Agent or, as the case may be, any other Paying Agent to any amount by way of compensation but shall be required without prejudice to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholdingamount already accrued and due.
Appears in 1 contract
Samples: Agency Agreement
CHANGES IN PAYING AGENTS. 20.1 21.1 Each of the Issuer and the Guarantors 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 Agent and have been returned to each Issuerthe Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be an Agent;
(bc) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with in a specified office Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such place as may be required by the rules and regulations of such Stock Exchange or other relevant authorityDirective; and
(cd) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are Issuer or any of the Guarantors is incorporated. FurthermoreIn addition, each the Issuer and the Guarantors shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.45.4 (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 20.521.5), 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 1413 (Notices).
20.2 21.2 The Agent may (subject as provided in subclause 20.421.4) at any time resign by giving at least 90 days' ’ written notice to the Issuers Issuer, the Guarantors and the Trustee specifying the date on which its resignation shall become effective.
20.3 21.3 The Agent may (subject as provided in subclause 20.421.4) be removed at any time by the Issuers Issuer and the Guarantors, with the prior written approval of the Trustee (which shall not be unreasonably withheld), on at least 45 90 days' ’ notice in writing from the Issuers Issuer and the Guarantors specifying the date when the removal shall become effective.
20.4 21.4 Any resignation under subclause 20.2 21.2 or removal of the Agent under subclauses 20.3 21.3 or 20.5 21.5 shall only take effect upon the appointment by the Issuers Issuer and the Guarantors of a successor Agent approved in writing by the Trustee and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under Clause 22clause 24. Each of the Issuer agrees and the Guarantors agree with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.221.2, the Issuers Issuer and the Guarantors have not appointed a successor Agent approved in writing by the Trustee, then the Agent shall be entitled, on behalf of the IssuersIssuer and the Guarantors, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuers Issuer, the Guarantors and the Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve.
20.5 21.5 In case at any time any Paying 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 Paying Agent which shall be a reputable financial institution of good standing may be appointed by the IssuersIssuer and the Guarantors, with the prior written approval of the Trustee (which shall not be unreasonably withheld). Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 22clause 24, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.
20.6 21.6 Subject to subclause 20.121.1, the Issuers Issuer and the Guarantors may, after prior consultation with the AgentAgent and with the prior written approval of the Trustee (which shall not be unreasonably withheld), terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 90 days' ’ notice in writing to that effect (other than in the case of insolvency).
20.7 21.7 Subject to subclause 20.121.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers Issuer, the Guarantors, the Trustee and the Agent at least 45 days' ’ written notice to that effect.
20.8 21.8 Upon its resignation or removal becoming effective, a Paying Agent shall:
(a) in the case of the 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 each the Issuer (failing which the Guarantors) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 15clause 16.
20.9 21.9 Upon its appointment becoming effective, a successor or new Paying 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.
20.10 If 21.10 Notwithstanding any other provision in this Agreement, if the Issuer determines determines, in its sole discretion discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any the next scheduled payment due on any Notesand such FATCA Withholding would not have arisen but for an Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, then the Issuer will be entitled to re-direct or reorganise terminate the Paying Agent without notice and such termination will be effective from any such payment time specified in any way that it sees fit in order that the payment may be made without FATCA Withholdingwriting to such Agent.
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