Common use of Maintenance of Agents Clause in Contracts

Maintenance of Agents. 9.1 Jamaica agrees that, for the benefit of the holders of the Debt Securities of each Series, so long as any of such Debt Securities are outstanding, or until moneys for the payment of all principal of (and premium, if any) and interest (and any additional amounts) on all such outstanding Debt Securities shall have been made available at the offices of the Fiscal Agent or the Paying Agent, as applicable, or, as to moneys remaining unclaimed, shall have been returned to Jamaica as provided in Section 8.2, whichever occurs earlier, there shall at all times be a Fiscal Agent and a Paying Agent in respect of such Debt Securities, Agents for the payment of the principal of (and premium, if any) and interest (and any additional amounts) on such Debt Securities, a Registrar for transfer and exchange of such Debt Securities and a Transfer and Paying Agent in accordance with such Debt Securities. Jamaica agrees to keep the Agents advised of the names and locations of all Paying and Transfer Agents; provided that, until Jamaica shall otherwise notify the Agents in writing, such Paying and Transfer Agents shall consist only of those set forth in the Debt Securities of a Series. The Fiscal Agent or the Paying Agent, as applicable, shall arrange with all such Paying and Transfer Agents for the payment, from funds furnished by Jamaica, to the Fiscal Agent or the Paying Agent, as applicable, pursuant to this Agreement, of the principal of (and premium, if any) and interest (and any additional amounts) on such Debt Securities and of the compensation of such Paying and Transfer Agents for their services as such. 9.2 Each of the Agents may at any time resign by giving written notice of its resignation to Jamaica specifying the date on which its resignation shall become effective, subject to the conditions set forth below; provided that such date shall be at least 30 days after the receipt of such notice by Jamaica unless Jamaica agrees to accept shorter notice. Upon receiving such notice of resignation, Jamaica shall promptly appoint a successor to such Agent by written instrument in duplicate signed on behalf of Jamaica, one copy of which shall be delivered to the resigning Agent and one copy to the successor Agent. Such resignation shall become effective only upon the acceptance of appointment by the successor to such Agent as provided in Section 9.4 hereof. If an instrument of acceptance of a successor shall not have been delivered as contemplated by Section 9.4, the resigning Agent may petition a court of competent jurisdiction for the appointment of a successor Agent. Jamaica may, at any time and for any reason upon at least 30 days’ written notice to that effect (provided that no such notice shall expire less than 15 days before or 15 days after any Scheduled Payment Date) remove any Agent and appoint a successor Agent by written instrument in duplicate signed on behalf of Jamaica, one copy of which shall be delivered to the Agent being removed and one copy to the successor Agent. Any removal of an Agent and any appointment of a successor Agent shall become effective upon acceptance of appointment by the successor to such Agent as provided in Section 9.4. Upon resignation or removal, such Agent shall be entitled to the payment by Jamaica of its compensation for the services rendered hereunder (prorated to the date of resignation or removal) and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder (including reasonable fees and expenses of counsel) after receipt of an itemized statement detailing such expenses. 9.3 In case at any time any of the Agents shall resign, or shall be removed, or shall become incapable of acting, or be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be 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 any substantial part of its property shall be appointed, or if any public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor to such Agent shall be appointed by Jamaica by an instrument in writing. Upon the appointment as aforesaid of a successor to such Agent and acceptance by it of such appointment, the Agent so superseded shall cease to be such Agent hereunder. If, after 90 days, no successor to such Agent shall have been so appointed, or if so appointed, shall not have accepted appointment as hereinafter provided, any holder of a Debt Security of a Series, on behalf of itself and all others similarly situated, or such Agent may petition any court of competent jurisdiction for the appointment of a successor to such Agent. 9.4 Any successor Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to Jamaica an instrument accepting such appointment hereunder, and thereupon such successor Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as such Agent hereunder, and such predecessor, upon payment of its compensation and reasonable out-of-pocket expenses then unpaid, shall pay over to such successor Agent all moneys or other property at the time held by it hereunder. 9.5 Any corporation or bank into which any Agent may be merged or converted, or with which any Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any corporation or bank to which such Agent shall sell or otherwise transfer all or substantially all of its assets and business, or any corporation or bank succeeding to the corporate trust business of such Agent shall be the successor to such Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto.