Common use of Maintenance of Agents Clause in Contracts

Maintenance of Agents. (a) The Company agrees that, so long as any of the Notes is outstanding, or until moneys for the payment of all principal of and interest (and any Additional Amounts) on all outstanding Notes shall have been made available at the offices of the Paying Agent or, as to moneys remaining unclaimed, shall have been returned to the Company as provided in Sections 8(b) and 8(f) hereof, whichever occurs earlier, there shall at all times be a fiscal agent in respect of the Notes, agents for the payment of the principal of and interest (and any Additional Amounts) on the Notes and a registrar for transfer and exchange of Notes in accordance with Section 9 of the Terms. The Company agrees to keep the Agents advised of the names and locations of all paying and transfer agents; PROVIDED that, until the Company shall otherwise notify the Agents in writing, such paying and transfer agents shall consist only of those set forth in Section 9 of the Terms. The Paying Agent shall arrange with all such paying and transfer agents for the payment, from funds furnished by the Company, to the Paying Agent pursuant to this Agreement of the principal of and interest (and any Additional Amounts) on the Notes and of the compensation of such paying and transfer agents for their services as such. (b) Each of the Agents may at any time resign by giving written notice of its resignation to the Company 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 the Company unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, the Company shall promptly appoint a successor to such Agent by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Agent and one copy to the successor Agent. Notwithstanding the date of effectiveness specified in such written notice of resignation, each resignation shall become effective only upon the acceptance of appointment by the successor to such Agent as provided in Section 9(d) hereof. The Company 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 Interest Payment Date and no such notice shall be required if any Insolvency Event occurs in respect of an Agent) remove any Agent and appoint a successor Agent by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the Agent being removed and one copy to the successor Agent. Notwithstanding the date of effectiveness specified in such written notice of removal, each removal of an Agent and any appointment of a successor Agent shall become effective only upon acceptance of appointment by the successor to such Agent as provided in Section 9(d) hereof. Upon resignation or removal, such Agent shall be entitled to the payment by the Company of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred in connection with the services rendered by it hereunder, as and to the extent agreed upon with the Company; PROVIDED, HOWEVER, that all notices, invoices or other communications in connection with the compensation of the Agents shall be sent by each of the Agents to The Bank of New York Mellon, and all payments of compensation by the Company to any of such Agents shall be paid to The Bank of New York Mellon. (c) In case at any time any of the Agents shall resign, or shall be removed, or shall become incapable of acting, or an Insolvency Event occurs in respect of any Agent, a successor to such Agent shall be appointed by the Company 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 Note, on behalf of itself and all others similarly situated, or such Agent may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor to such Agent. (d) Any successor Fiscal Agent hereunder shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having and acting through an established place of business in the Borough of Manhattan, The City of New York, authorized under such laws to exercise corporate trust powers and having a combined capital and surplus in excess of U.S.$50,000,000. Any successor Agent appointed hereunder shall execute and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Agent, without any further act 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. (e) 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. (f) At least 10 days prior to the first date of payment on the Notes, if at such time any payment on such Notes shall be subject to deduction or withholding for or on account of any tax, assessment or other governmental charge, and at least 10 days prior to each date, if any, of payment thereafter if there has been any change with respect to such matters, the Company will furnish the Fiscal Agent and each other paying agent with a certificate of an Authorized Signatory of the Company instructing the Fiscal Agent and each other paying agent whether such payment on such Notes shall be made without deduction or withholding for or on account of any tax, assessment or other governmental charge. In the absence of any such certificate the Fiscal Agent may assume that no such deduction or withholding shall be required. If any such deduction or withholding shall be required, then such certificate shall specify, by country, the amount, if any, required to be withheld on such payment to holders of such Notes and the Company will (i) withhold or deduct such payment as required by applicable law and (ii) pay or cause to be paid to the Fiscal Agent (or, if applicable, directly to a paying agent or agents) additional amounts, if any, required by the terms of such Notes to be paid such that the net amounts receivable by the holders of the Notes after such withholding or reduction shall equal the payment which would have been receivable in respect of the Notes in the absence of such withholding or reduction. The Company agrees to indemnify the Fiscal Agent and each other paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence, bad faith, willful misfeasance or reckless disregard of obligations or duties on their part arising out of or in connection with actions taken or omitted by them in reliance on any certificate furnished pursuant to this Section 9(f).

Maintenance of Agents. (a) The Company agrees that, so long as any of the Notes is outstanding, or until moneys for the payment of all principal of and interest (and any Additional Amounts) on all outstanding Notes shall have been made available at the offices of the Paying Agent or, as to moneys remaining unclaimed, shall have been returned to the Company as provided in Sections 8(b) and 8(f) hereof, whichever occurs earlier, there shall at all times be a fiscal agent in respect of the Notes, agents for the payment of the principal of and interest (and any Additional Amounts) on the Notes and a registrar for transfer and exchange of Notes in accordance with Section 9 of the Terms. The Company agrees to keep the Agents advised of the names and locations of all paying and transfer agents; PROVIDED provided that, until the Company shall otherwise notify the Agents in writing, such paying and transfer agents shall consist only of those set forth in Section 9 of the Terms. The Paying Agent shall arrange with all such paying and transfer agents for the payment, from funds furnished by the Company, to the Paying Agent pursuant to this Agreement of the principal of and interest (and any Additional Amounts) on the Notes and of the compensation of such paying and transfer agents for their services as such. (b) Each of the Agents may at any time resign by giving written notice of its resignation to the Company specifying the date on which its resignation shall become effective, subject to the conditions set forth below; PROVIDED provided that such date shall be at least 30 days after the receipt of such notice by the Company unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, the Company shall promptly appoint a successor to such Agent by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Agent and one copy to the successor Agent. Notwithstanding the date of effectiveness specified in such written notice of resignation, each resignation shall become effective only upon the acceptance of appointment by the successor to such Agent as provided in Section 9(d) hereof. The Company 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 Interest Payment Date and no such notice shall be required if any Insolvency Event occurs in respect of an Agent) remove any Agent and appoint a successor Agent by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the Agent being removed and one copy to the successor Agent. Notwithstanding the date of effectiveness specified in such written notice of removal, each removal of an Agent and any appointment of a successor Agent shall become effective only upon acceptance of appointment by the successor to such Agent as provided in Section 9(d) hereof. Upon resignation or removal, such Agent shall be entitled to the payment by the Company of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred in connection with the services rendered by it hereunder, as and to the extent agreed upon with the Company; PROVIDEDprovided, HOWEVERhowever, that all notices, invoices or other communications in connection with the compensation of the Agents shall be sent by each of the Agents to The Bank of New York MellonYork, and all payments of compensation by the Company to any of such Agents shall be paid to The Bank of New York MellonYork. (c) In case at any time any of the Agents shall resign, or shall be removed, or shall become incapable of acting, or an Insolvency Event occurs in respect of any Agent, a successor to such Agent shall be appointed by the Company 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 Note, on behalf of itself and all others similarly situated, or such Agent may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor to such Agent. (d) Any successor Fiscal Agent hereunder shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having and acting through an established place of business in the Borough of Manhattan, The City of New York, authorized under such laws to exercise corporate trust powers and having a combined capital and surplus in excess of U.S.$50,000,000. Any successor Agent appointed hereunder shall execute and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Agent, without any further act 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. (e) 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. (f) At least 10 days prior to the first date of payment on the Notes, if at such time any payment on such Notes shall be subject to deduction or withholding for or on account of any tax, assessment or other governmental charge, and at least 10 days prior to each date, if any, of payment thereafter if there has been any change with respect to such matters, the Company will furnish the Fiscal Agent and each other paying agent with a certificate of an Authorized Signatory of the Company instructing the Fiscal Agent and each other paying agent whether such payment on such Notes shall be made without deduction or withholding for or on account of any tax, assessment or other governmental charge. In the absence of any such certificate the Fiscal Agent may assume that no such deduction or withholding shall be required. If any such deduction or withholding shall be required, then such certificate shall specify, by country, the amount, if any, required to be withheld on such payment to holders of such Notes and the Company will (i) withhold or deduct such payment as required by applicable law and (ii) pay or cause to be paid to the Fiscal Agent (or, if applicable, directly to a paying agent or agents) additional amounts, if any, required by the terms of such Notes to be paid such that the net amounts receivable by the holders of the Notes after such withholding or reduction shall equal the payment which would have been receivable in respect of the Notes in the absence of such withholding or reduction. The Company agrees to indemnify the Fiscal Agent and each other paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence, bad faith, willful misfeasance or reckless disregard of obligations or duties on their part arising out of or in connection with actions taken or omitted by them in reliance on any certificate furnished pursuant to this Section 9(f).

Maintenance of Agents. (a) The Company agrees that, so long as any of the Notes is outstanding, or until moneys for the payment of all principal of and interest (and any Additional Amounts) on all outstanding Notes shall have been made available at the offices of the Paying Agent or, as to moneys remaining unclaimed, shall have been returned to the Company as provided in Sections 8(b) and 8(f) hereof, whichever occurs earlier, there shall at all times be a fiscal agent in respect of the Notes, agents for the payment of the principal of and interest (and any Additional Amounts) on the Notes and a registrar for transfer and exchange of Notes in accordance with Section 9 of the Terms. The Company agrees to keep the Agents advised of the names and locations of all paying and transfer agents; PROVIDED that, until the Company shall otherwise notify the Agents in writing, such paying and transfer agents shall consist only of those set forth in Section 9 of the Terms. The Paying Agent shall arrange with all such paying and transfer agents for the payment, from funds furnished by the Company, to the Paying Agent pursuant to this Agreement of the principal of and interest (and any Additional Amounts) on the Notes and of the compensation of such paying and transfer agents for their services as such. (b) Each of the Agents may at any time resign by giving written notice of its resignation to the Company 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 the Company unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, the Company shall promptly appoint a successor to such Agent by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Agent and one copy to the successor Agent. Notwithstanding the date of effectiveness specified in such written notice of resignation, each resignation shall become effective only upon the acceptance of appointment by the successor to such Agent as provided in Section 9(d) hereof. The Company 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 Interest Payment Date and no such notice shall be required if any Insolvency Event occurs in respect of an Agent) remove any Agent and appoint a successor Agent by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the Agent being removed and one copy to the successor Agent. Notwithstanding the date of effectiveness specified in such written notice of removal, each removal of an Agent and any appointment of a successor Agent shall become effective only upon acceptance of appointment by the successor to such Agent as provided in Section 9(d) hereof. Upon resignation or removal, such Agent shall be entitled to the payment by the Company of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred in connection with the services rendered by it hereunder, as and to the extent agreed upon with the Company; PROVIDED, HOWEVER, that all notices, invoices or other communications in 11 connection with the compensation of the Agents shall be sent by each of the Agents to The Bank of New York Mellon, and all payments of compensation by the Company to any of such Agents shall be paid to The Bank of New York Mellon. (c) In case at any time any of the Agents shall resign, or shall be removed, or shall become incapable of acting, or an Insolvency Event occurs in respect of any Agent, a successor to such Agent shall be appointed by the Company 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 Note, on behalf of itself and all others similarly situated, or such Agent may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor to such Agent. (d) Any successor Fiscal Agent hereunder shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having and acting through an established place of business in the Borough of Manhattan, The City of New York, authorized under such laws to exercise corporate trust powers and having a combined capital and surplus in excess of U.S.$50,000,000. Any successor Agent appointed hereunder shall execute and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Agent, without any further act 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. (e) 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. (f) At least 10 days prior to the first date of payment on the Notes, if at such time any payment on such Notes shall be subject to deduction or withholding for or on account of any tax, assessment or other governmental charge, and at least 10 days prior to each date, if any, of payment thereafter if there has been any change with respect to such matters, the Company will furnish the Fiscal Agent and each other paying agent with a certificate of an Authorized Signatory of the Company instructing the Fiscal Agent and each other paying agent whether such payment on such Notes shall be made without deduction or withholding for or on account of any tax, assessment or other governmental charge. In the absence of any such certificate the Fiscal Agent may assume that no such deduction or withholding shall be required. If any such deduction or withholding shall be required, then such certificate shall specify, by country, the amount, if any, required to be withheld on such payment to holders of such Notes and the Company will (i) withhold or deduct such payment as required by applicable law and (ii) pay or cause to be paid to the Fiscal Agent (or, if applicable, directly to a paying agent or agents) additional amounts, if any, required by the terms of such Notes to be paid such that the net amounts receivable by the holders of the Notes after such withholding or reduction shall equal the payment which would have been receivable in respect of the Notes in the absence of such withholding or reduction. The Company agrees to indemnify the Fiscal Agent and each other paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence, bad faith, willful misfeasance or reckless disregard of obligations or duties on their part arising out of or in connection with actions taken or omitted by them in reliance on any certificate furnished pursuant to this Section 9(f).

Maintenance of Agents. (a) The Company agrees that, so long as any of the Notes is outstanding, or until moneys for the payment of all principal of and interest (and any Additional Amounts) on all outstanding Notes shall have been made available at the offices of the Paying Agent or, as to moneys remaining unclaimed, shall have been returned to the Company as provided in Sections 8(b) and 8(f) hereof, whichever occurs earlier, there shall at all times be a fiscal agent in respect of the Notes, agents for the payment of the principal of and interest (and any Additional Amounts) on the Notes and a registrar for transfer and exchange of Notes in accordance with Section 9 of the Terms. The Company agrees to keep the Agents advised of the names and locations of all paying and transfer agents; PROVIDED agents provided that, until the Company shall otherwise notify the Agents in writing, such paying and transfer agents shall consist only of those set forth in Section 9 of the Terms. The Paying Agent shall arrange with all such paying and transfer agents for the payment, from funds furnished by the Company, to the Paying Agent pursuant to this Agreement of the principal of and interest (and any Additional Amounts) on the Notes and of the compensation of such paying and transfer agents for their services as such. (b) Each of the Agents may at any time resign by giving written notice of its resignation to the Company specifying the date on which its resignation shall become effective, subject to the conditions set forth below; PROVIDED below provided that such date shall be at least 30 days after the receipt of such notice by the Company unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, the Company shall promptly appoint a successor to such Agent by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Agent and one copy to the successor Agent. Notwithstanding the date of effectiveness specified in such written notice of resignation, each resignation shall become effective only upon the acceptance of appointment by the successor to such Agent as provided in Section 9(d) hereof. The Company may, at any time and for any reason upon at least 30 days' days written notice to that effect (provided that no such notice shall expire less than 15 days before or 15 days after any Interest Payment Date and no such notice shall be required if any Insolvency Event occurs in respect of an Agent) remove any Agent and appoint a successor Agent by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the Agent being removed and one copy to the successor Agent. Notwithstanding the date of effectiveness specified in such written notice of removal, each removal of an Agent and any appointment of a successor Agent shall become effective only upon acceptance of appointment by the successor to such Agent as provided in Section 9(d) hereof. Upon resignation or removal, such Agent shall be entitled to the payment by the Company of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred in connection with the services rendered by it hereunder, as and to the extent agreed upon with the Company; PROVIDEDCompany provided, HOWEVERhowever, that all notices, invoices or other communications in connection with the compensation of the Agents shall be sent by each of the Agents to The Bank of New York Mellon, and all payments of compensation by the Company to any of such Agents shall be paid to The Bank of New York Mellon. (c) In case at any time any of the Agents shall resign, or shall be removed, or shall become incapable of acting, or an Insolvency Event occurs in respect of any Agent, a successor to such Agent shall be appointed by the Company 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 Note, on behalf of itself and all others similarly situated, or such Agent may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor to such Agent. (d) Any successor Fiscal Agent hereunder shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having and acting through an established place of business in the Borough of Manhattan, The City of New York, authorized under such laws to exercise corporate trust powers and having a combined capital and surplus in excess of U.S.$50,000,000. Any successor Agent appointed hereunder shall execute and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Agent, without any further act 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-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. (e) 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. (f) At least 10 days prior to the first date of payment on the Notes, if at such time any payment on such Notes shall be subject to deduction or withholding for or on account of any tax, assessment or other governmental charge, and at least 10 days prior to each date, if any, of payment thereafter if there has been any change with respect to such matters, the Company will furnish the Fiscal Agent and each other paying agent with a certificate of an Authorized Signatory of the Company instructing the Fiscal Agent and each other paying agent whether such payment on such Notes shall be made without deduction or withholding for or on account of any tax, assessment or other governmental charge. In the absence of any such certificate the Fiscal Agent may assume that no such deduction or withholding shall be required. If any such deduction or withholding shall be required, then such certificate shall specify, by country, the amount, if any, required to be withheld on such payment to holders of such Notes and the Company will (i) withhold or deduct such payment as required by applicable law and (ii) pay or cause to be paid to the Fiscal Agent (or, if applicable, directly to a paying agent or agents) additional amounts, if any, required by the terms of such Notes to be paid such that the net amounts receivable by the holders of the Notes after such withholding or reduction shall equal the payment which would have been receivable in respect of the Notes in the absence of such withholding or reduction. The Company agrees to indemnify the Fiscal Agent and each other paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence, bad faith, willful misfeasance or reckless disregard of obligations or duties on their part arising out of or in connection with actions taken or omitted by them in reliance on any certificate furnished pursuant to this Section 9(f).

Maintenance of Agents. (a) The Company agrees that, so long as any of the Notes is outstanding, or until moneys for the payment of all principal of and interest (and any Additional Amounts) on all outstanding Notes shall have been made available at the offices of the Paying Agent or, as to moneys remaining unclaimed, shall have been returned to the Company as provided in Sections 8(b) and 8(f) hereof, whichever occurs earlier, there shall at all times be a fiscal agent in respect of the Notes, agents for the payment of the principal of and interest (and any Additional Amounts) on the Notes and a registrar for transfer and exchange of Notes in accordance with Section 9 of the Terms. The Company agrees to keep the Agents advised of the names and locations of all paying and transfer agents; PROVIDED that, until the Company shall otherwise notify the Agents in writing, such paying and transfer agents shall consist only of those set forth in Section 9 of the Terms. The Paying Agent shall arrange with all such paying and transfer agents for the payment, from funds furnished by the Company, to the Paying Agent pursuant to this Agreement of the principal of and interest (and any Additional Amounts) on the Notes and of the compensation of such paying and transfer agents for their services as such. (b) Each of the Agents may at any time resign by giving written notice of its resignation to the Company specifying the date on which its resignation shall become effective, subject to the conditions set forth below; PROVIDED provided that such date shall be at least 30 days after the receipt of such notice by the Company unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, the Company shall promptly appoint a successor to such Agent by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Agent and one copy to the successor Agent. Notwithstanding the date of effectiveness specified in such written notice of resignation, each resignation shall become effective only upon the acceptance of appointment by the successor to such Agent as provided in Section 9(d) hereofthis Section. The Company may, at any time and for any reason upon at least 30 days' days written notice to that effect (provided that no such notice shall expire less than 15 days before or 15 days after any Interest Payment Date and no such notice shall be required if any Insolvency Event occurs in respect of an Agent) remove any Agent and appoint a successor Agent by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the Agent being removed and one copy to the successor Agent. Notwithstanding the date of effectiveness specified in such written notice of removal, each removal of an Agent and any appointment of a successor Agent shall become effective only upon acceptance of appointment by the successor to such Agent as provided in Section 9(d) hereof. Upon resignation or removal, such Agent shall be entitled to the payment by the Company of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses (including reasonable legal fees and expenses) incurred in connection accordance with the services rendered by it hereunder, as and to the extent agreed upon with the Company; PROVIDED, HOWEVER, that all notices, invoices or other communications in connection with the compensation terms of the Agents shall be sent by each of the Agents to The Bank of New York Mellon, and all payments of compensation by the Company to any of such Agents shall be paid to The Bank of New York Mellonthis Agreement. (cb) In case at any time any of the Agents shall resign, or shall be removed, or shall become incapable of acting, or be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy, or shall make an Insolvency Event occurs 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 respect writing its inability to pay or meet its debts as they mature, or if an order of any Agentcourt 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 the Company by an instrument in writing. Upon Notwithstanding anything to the contrary in Section 8(a), 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 Holder of a Note, on behalf of itself and all others similarly situated, or such Agent may, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor to such Agent. (dc) Any successor Fiscal Agent hereunder shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having and acting through an established place of business in the Borough of Manhattan, The the City of New York, authorized under such laws to exercise corporate trust powers and having a combined capital and surplus in excess of U.S.$50,000,000US$50,000,000. Any successor Agent appointed hereunder shall execute and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Agent, without any further act 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 unpaidin accordance with the terms hereof, shall pay over to such successor Agent all moneys or other property at the time held by it hereunder. (ed) 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. (fe) At least 10 days prior to the first date of payment on the NotesPayment Date, if at such time any payment on such Notes shall be subject to deduction or withholding for or on account of any tax, assessment or other governmental charge, and at least 10 days prior to each date, if any, of payment thereafter if there has been any change with respect to such matters, the Company will furnish the Fiscal Paying Agent and each other paying agent with a certificate of an Authorized Signatory of the Company instructing the Fiscal Paying Agent and each other paying agent whether such payment on such Notes shall be made without deduction or withholding for or on account of any tax, assessment or other governmental charge. In the absence of any such certificate the Fiscal Paying Agent may assume that no such deduction or withholding shall be required. If any such deduction or withholding shall be required, then such certificate shall specify, by country, the amount, if any, required to be withheld on such payment to holders Holders of such Notes and the Company will (i) withhold or deduct such payment as required by applicable law and (ii) pay or cause to be paid to the Fiscal Paying Agent (or, if applicable, directly to a paying agent or agents) additional amounts, if any, required by the terms of such Notes to be paid such that the net amounts receivable by the holders Holders of the Notes after such withholding or reduction deduction shall equal the payment which would have been receivable in respect of the Notes in the absence of such withholding or reductiondeduction. The Company agrees to indemnify the Fiscal Paying Agent and each other paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence, negligence or bad faith, willful misfeasance or reckless disregard of obligations or duties faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any certificate furnished pursuant to this Section 9(f8(e).