FISCAL AGENT; OTHER AGENTS Sample Clauses

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, Union Bank of California, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch is the Fiscal Agent hereunder and Union Bank of California, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities or for the transfer and exchange of Securities at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Age...
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FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints The Bank of New York Mellon Trust Company, N.A., acting through its corporate trust office in Chicago, Illinois (the “Corporate Trust Office”), as fiscal agent of the Issuer in respect of the Securities, upon the terms and subject to the conditions herein set forth, and The Bank of New York Mellon Trust Company, N.A., hereby accepts such appointment. The Bank of New York Mellon Trust Company, N.A., and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 10 hereof, are herein called the “Fiscal Agent.” The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may appoint one or more agents (a “Paying Agent” or “Paying Agents”) for the payment (subject to applicable laws and regulations) of the principal of and interest on the Securities, and one or more agents (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of securities, at such place or places as the Issuer may determine; provided, however, the Issuer shall at all times maintain a Paying Agent or agent thereof and Transfer Agent or agent thereof in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent or any of its affiliates). The Issuer initially appoints the Fiscal Agent, acting through its offices in the Borough of Manhattan, The City of New York, as Paying Agent and Transfer Agent. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 10(c) hereof, the Issuer may vary or terminate the appointment of any such Paying US-DOCS\147731181.5 Agent or Transfer Agent at any time and from time to time upon giving not less than 90 days’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the...
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FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints [ ], acting through its office at [ ], as fiscal agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and [ ] hereby accepts such appointment. [ ] and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9, are herein called the “Fiscal Agent”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more agents (a “Paying Agent” or “Paying Agents”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities of a Series and one or more agents (a “Transfer Agent” or “Transfer Agents” and together with the Paying Agents and the Fiscal Agent, the “Agents”) for the transfer and exchange of Securities of a Series at such place or places as the Issuer may determine; provided, however, that so long as any Securities of such Series are listed on any stock exchange, the Issuer shall maintain a Paying Agent in such city as such stock exchange may so require; and provided further that, in the event that Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in The City of New York, or, if set forth in the Authorization relating to such Securities, in London, and in such other city as such stock exchange may require (which Paying Agent and Transfer Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c), the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ten calendar days’ notice to such Paying Agent or Transfer Agent, as...
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FISCAL AGENT; OTHER AGENTS. Portugal hereby appoints as fiscal agent of Portugal in respect of the Securities upon the terms and subject to the conditions herein set forth, and hereby accepts such appointment. currently has its corporate trust office at . and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 8 hereof are herein called the “Fiscal Agent”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of Portugal as Portugal may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions thereof. Portugal reserves the right to appoint, at its discretion, agents for the payment of principal of, premium, if any, and interest on the Securities of a Series at such place or places as Portugal may determine.
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FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints The Bank of New York, acting through its corporate trust office at 101 Xxxxxxx Xxxxxx, Floor 21 West, New York, New York 10286 (the "Corporate Trust Office"), as fiscal agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and The Bank of New York hereby accepts such appointment. The Bank of New York, and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the
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FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Chase Bank of Texas, National Association acting through its corporate trust office in Houston, Texas as fiscal agent of the Issuer in respect of the Securities, upon the terms and subject to the conditions herein set forth, and Chase Bank of Texas, National Association hereby accepts such appointment. Chase Bank of Texas, National Association and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof are herein called the "Fiscal Agent."
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FISCAL AGENT; OTHER AGENTS. The Issuer and the Guarantor hereby appoint Continental Bank, National Association acting through its corporate trust office at 231 South LaSalle Street, Chicago, Illinois, as fiscal agent of the Xxxxxx xxx xxx Xxxxxxxxx, xx xxxxxxx xx xxe Securities and the Guarantees, upon the terms and subject to the conditions herein set forth, and Continental Bank, National Association hereby accepts such appointment. Continental Bank, National Association, and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 8 hereof, are herein called the "Fiscal Agent." The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and the Guarantees and hereby and such further powers and authority to act on behalf of the Issuer and the Guarantor as may be mutually agreed upon by the Issuer, the Guarantor and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities and the Guarantees are subject to and governed by the terms and provisions hereof.
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Related to FISCAL AGENT; OTHER AGENTS

  • Administrative Agent and Other Agents Section 9.01 Appointment and Authority of the Administrative Agent 159 Section 9.02 Rights as a Lender 159 Section 9.03 Exculpatory Provisions 159 Section 9.04 Reliance by the Agents 161 Section 9.05 Delegation of Duties 161

  • Other Agents Nothing in this Agreement is to be interpreted as limiting the Company from employing other personnel on such terms and conditions as may be satisfactory to it.

  • Non-Reliance on Agent and Other Banks Each Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

  • Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders Each Lender expressly acknowledges that neither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or Collateral Agent hereinafter taken, including any review of the affairs of the Borrower, any Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral Agent to any Lender, the Swingline Lender or any Letter of Credit Issuer. Each Lender, the Swingline Lender and each Letter of Credit Issuer represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, Guarantor and other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, any Guarantor and any other Credit Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of the Borrower, any Guarantor or any other Credit Party that may come into the possession of the Administrative Agent or Collateral Agent any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

  • Subcustodians Securities Depositories and Other Agents 5.1 Appointment of Subcustodians; Use of Securities Depositories (a) X.X. Xxxxxx is authorized under this Agreement to act through and hold the Customer’s Financial Assets with Subcustodians. At the request of Customer, X.X. Xxxxxx may, but need not, add to Schedule 1 an Eligible Foreign Custodian where X.X. Xxxxxx has not acted as Foreign Custody Manager with respect to the selection thereof. X.X. Xxxxxx shall notify Customer in the event that it elects to add any such entity. X.X. Xxxxxx will use reasonable care in the selection, monitoring and continued appointment of such Subcustodians. In addition, X.X. Xxxxxx and each Subcustodian may deposit Securities with, and hold Securities in any Securities Depository on such terms as such Securities Depository customarily operates and the Customer will provide X.X. Xxxxxx with such documentation or acknowledgements that X.X. Xxxxxx may require to hold the Financial Assets in such Securities Depository. (b) Any agreement X.X. Xxxxxx enters into with a Subcustodian for holding X.X. Xxxxxx’x customers’ assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits held by a foreign Subcustodian, except for liens or rights in favor of creditors of such Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration. X.X. Xxxxxx shall be responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the Customer’s assets. Where a Subcustodian deposits Securities with a Securities Depository, X.X. Xxxxxx will cause the Subcustodian to identify on its records that the Securities deposited by the Subcustodian at such Securities Depository belong to X.X. Xxxxxx, as agent. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian. (c) X.X. Xxxxxx is not responsible for the selection or monitoring of any Securities Depository and will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event the Customer incurs a loss due to the negligence, willful misconduct, or insolvency of a Securities Depository, X.X. Xxxxxx will make reasonable efforts, in its discretion, to seek recovery from the Securities Depository, but X.X. Xxxxxx will not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action. (d) The term Subcustodian as used in this Section 5.1 shall mean the following: (i) a ‘U.S. Bank,’ which shall mean a U.S. bank as defined in rule 17f-5(a)(7); (ii) an ‘Eligible Foreign Custodian,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC. (iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which X.X. Xxxxxx has not acted as Foreign Custody Manager.

  • Non-Reliance on Administrative Agent and Other Banks Each Bank expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Bank. Each Bank represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon the Administrative Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the Notes, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise) or creditworthiness of the Company which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

  • Non-Reliance on Agent and Other Lenders Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

  • Non-Reliance on Administrative Agent and Other Lenders Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

  • Additional Agents None of the Lenders or other entities identified on the facing page of or elsewhere in this Agreement as a "Book Manager", "Arranger", "Syndication Agent" or "Documentation Agent" shall, in such capacities, have any right, power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any other Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or any other Loan Document or in taking or not taking action hereunder or thereunder.

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