Common use of Successor Registrar Clause in Contracts

Successor Registrar. (a) Canada agrees that there shall at all times be a Registrar hereunder and that such registrar shall be a bank or trust company organized and doing business under the laws of Canada or any province or territory thereof or the United States or any state thereof, in good standing and authorized to perform the duties set out herein; provided that Canada may choose to act at any time as its own fiscal agent, transfer agent, registrar and principal paying agent. The Registrar shall not transfer or assign this Agreement or any interest or obligation herein without Canada’s prior written consent. Any corporation into which the Registrar hereunder may be amalgamated, merged or converted, or any corporation with which the Registrar may be consolidated, or any corporation resulting from any amalgamation, merger, conversion or consolidation to which the Registrar shall sell or otherwise transfer all or substantially all of the corporate trust business of the Registrar, provided that it shall be qualified as aforesaid, shall be the successor Registrar under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Canada reserves the right to appoint a new Registrar within 30 days of such amalgamation, merger, conversion or consolidation. (b) The Registrar may at any time resign by giving written notice to Canada of its resignation, specifying the date on which its resignation shall become effective (which shall not be less than 60 days after the date on which such notice is given unless Canada shall agree to a shorter period); provided that no such notice shall expire less than 30 days before or 30 days after the due date for any payment of principal or interest in respect of the Bonds. Canada may remove the Registrar at any time by giving 30 days written notice to the Registrar specifying the date on which such removal shall become effective. Such resignation or removal shall only take effect upon the appointment by Canada of a successor Registrar and acceptance of such appointment by such successor Registrar. Any Paying Agent may resign or may be removed at any time upon like notice, and Canada in any such case may appoint in substitution therefor a new Paying Agent or Paying Agents. If no successor Registrar has accepted such appointment as contemplated by Subsection 13(d) hereof within 30 days, the resigning Registrar may petition a court of competent jurisdiction for the appointment of a successor Registrar. (c) The appointment of the Registrar hereunder shall forthwith terminate, whether or not notice of such termination shall have been given, if at any time the Registrar becomes incapable of performing its duties hereunder, 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 a liquidator or receiver of all or any substantial part of its 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 the winding up or dissolution of the Registrar, or if a liquidator or receiver of the Registrar of all or any substantial part of its property 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 any public officer takes charge or control of the Registrar or its property or affairs for the purposes of rehabilitation, conservation or liquidation. If no successor Registrar has accepted such appointment as contemplated by Subsection 13(d) hereof within 30 days, the resigning Registrar may petition a court of competent jurisdiction for the appointment of a successor Registrar. (d) Prior to the effective date of any such resignation or removal of the Registrar, or if the Registrar shall become unable to act as such or shall cease to be qualified as aforesaid, Canada shall appoint a successor Registrar, qualified as aforesaid. Upon the appointment of a successor Registrar and such successor’s acceptance of such appointment, the retiring Registrar shall, at the direction of Canada and upon payment of its compensation and expenses then unpaid, deliver and pay over to its successor any and all securities, money and any other properties then in its possession as Registrar and shall thereupon cease to act hereunder. (e) If the Registrar resigns or ceases to act as Canada’s fiscal agent in respect of the Bonds pursuant to Subsections 13(b) or (c) hereof, the Registrar shall only be entitled to annual fees otherwise payable to it under this Agreement on a pro rata basis for that period since the most recent anniversary of this Agreement during which the Registrar has acted as fiscal agent hereunder. In the event that the Registrar ceases to act as Canada’s fiscal agent in respect of the Bonds for any other reason, the Registrar shall be entitled to receive the full amount of the annual fees payable to it in respect of the Bonds pursuant to Section 12 hereof. Upon resignation or removal, the Registrar shall be entitled to the payment by Canada of its compensation for the services rendered hereunder (pursuant to this Subsection 13(e)) 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.

Successor Registrar. (a) Canada agrees that there shall at all times be a Registrar hereunder and that such registrar shall be a bank or trust company organized and doing business under the laws of Canada or any province or territory thereof or the United States or any state thereof, in good standing and authorized to perform the duties set out herein; provided that Canada may choose to act at any time as its own fiscal agent, transfer agent, registrar and principal paying agent. The Registrar shall not transfer or assign this Agreement or any interest or obligation herein without Canada’s prior written consent. Any corporation into which the Registrar hereunder may be amalgamated, merged or converted, or any corporation with which the Registrar may be consolidated, or any corporation resulting from any amalgamation, merger, conversion or consolidation to which the Registrar shall sell or otherwise transfer all or substantially all of the corporate trust business of the Registrar, provided that it shall be qualified as aforesaid, shall be the successor Registrar under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Canada reserves the right to appoint a new Registrar within 30 days of such amalgamation, merger, conversion or consolidation. (b) The Registrar may at any time resign by giving written notice to Canada of its resignation, specifying the date on which its resignation shall become effective (which shall not be less than 60 days after the date on which such notice is given unless Canada shall agree to a shorter period); provided that no such notice shall expire less than 30 days before or 30 days after the due date for any payment of principal or interest in respect of the Bonds. Canada may remove the Registrar at any time by giving 30 days written notice to the Registrar specifying the date on which such removal shall become effective. Such resignation or removal shall only take effect upon the appointment by Canada of a successor Registrar and acceptance of such appointment by such successor Registrar. Any Paying Agent may resign or may be removed at any time upon like notice, and Canada in any such case may appoint in substitution therefor a new Paying Agent or Paying Agents. If no successor Registrar has accepted such appointment as contemplated by Subsection 13(d) hereof within 30 days, the resigning Registrar may petition a court of competent jurisdiction for the appointment of a successor Registrar. (c) The appointment of the Registrar hereunder shall forthwith terminate, whether or not notice of such termination shall have been given, if at any time the Registrar becomes incapable of performing its duties hereunder, 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 a liquidator or receiver of all or any substantial part of its 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 the winding up or dissolution of the Registrar, or if a liquidator or receiver of the Registrar of all or any substantial part of its property 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 any public officer takes charge or control of the Registrar or its property or affairs for the purposes of rehabilitation, conservation or liquidation. If no successor Registrar has accepted such appointment as contemplated by Subsection 13(d) hereof within 30 days, the resigning Registrar may petition a court of competent jurisdiction for the appointment of a successor Registrar. (d) Prior to the effective date of any such resignation or removal of the Registrar, or if the Registrar shall become unable to act as such or shall cease to be qualified as aforesaid, Canada shall appoint a successor Registrar, qualified as aforesaid. Upon the appointment of a successor Registrar and such successor’s acceptance of such appointment, the retiring Registrar shall, at the direction of Canada and upon payment of its compensation and expenses then unpaid, deliver and pay over to its successor any and all securities, money and any other properties then in its possession as Registrar and shall thereupon cease to act hereunder. (e) If the Registrar resigns or ceases to act as Canada’s fiscal agent in respect of the Bonds pursuant to Subsections 13(b) or (c13(c) hereof, the Registrar shall only be entitled to annual fees otherwise payable to it under this Agreement on a pro rata basis for that period since the most recent anniversary of this Agreement during which the Registrar has acted as fiscal agent hereunder. In the event that the Registrar ceases to act as Canada’s fiscal agent in respect of the Bonds for any other reason, the Registrar shall be entitled to receive the full amount of the annual fees payable to it in respect of the Bonds pursuant to Section 12 hereof. Upon resignation or removal, the Registrar shall be entitled to the payment by Canada of its compensation for the services rendered hereunder (pursuant to this Subsection 13(e)) 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.

Successor Registrar. (a) Canada agrees that there shall at all times be a Registrar hereunder and that such registrar shall be a bank or trust company organized and doing business under the laws of Canada or any province or territory thereof or thereof, the United States or any state thereofthereof or the United Kingdom, in good standing and authorized to perform the duties set out herein; provided that Canada may choose to act at any time as its own fiscal agent, transfer agent, registrar and principal paying agent. The Registrar shall not transfer or assign this Agreement or any interest or obligation herein without Canada’s prior written consent. Any corporation into which the Registrar hereunder may be amalgamated, merged or converted, or any corporation with which the Registrar may be consolidated, or any corporation resulting from any amalgamation, merger, conversion or consolidation to which the Registrar shall sell or otherwise transfer all or substantially all of the corporate trust business of the Registrar, provided that it shall be qualified as aforesaid, shall be the successor Registrar under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Canada reserves the right to appoint a new Registrar within 30 days of such amalgamation, merger, conversion or consolidation. (b) The Registrar may at any time resign by giving written notice to Canada of its resignation, specifying the date on which its resignation shall become effective (which shall not be less than 60 days after the date on which such notice is given unless Canada shall agree to a shorter period); provided that no such notice shall expire less than 30 days before or 30 days after the due date for any payment of principal or interest in respect of the Bonds. Canada may remove the Registrar at any time by giving 30 days written notice to the Registrar specifying the date on which such removal shall become effective. Such resignation or removal shall only take effect upon the appointment by Canada of a successor Registrar and acceptance of such appointment by such successor Registrar. Any Paying Agent may resign or may be removed at any time upon like notice, and Canada in any such case may appoint in substitution therefor a new Paying Agent or Paying Agents. If no successor Registrar has accepted such appointment as contemplated by Subsection Section 13(d) hereof within 30 days, the resigning Registrar may petition a court of competent jurisdiction for the appointment of a successor Registrar. (c) The appointment of the Registrar hereunder shall forthwith terminate, whether or not notice of such termination shall have been given, if at any time the Registrar becomes incapable of performing its duties hereunder, 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 a liquidator or receiver of all or any substantial part of its 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 the winding up or dissolution of the Registrar, or if a liquidator or receiver of the Registrar of all or any substantial part of its property 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 any public officer takes charge or control of the Registrar or its property or affairs for the purposes of rehabilitation, conservation or liquidation. If no successor Registrar has accepted such appointment as contemplated by Subsection Section 13(d) hereof within 30 days, the resigning Registrar may petition a court of competent jurisdiction for the appointment of a successor Registrar. (d) Prior to the effective date of any such resignation or removal of the Registrar, or if the Registrar shall become unable to act as such or shall cease to be qualified as aforesaid, Canada shall appoint a successor Registrar, qualified as aforesaid. Upon the appointment of a successor Registrar and such successor’s its acceptance of such appointment, the retiring Registrar shall, at the direction of Canada and upon payment of its compensation and expenses then unpaid, deliver and pay over to its successor any and all securities, money and any other properties then in its possession as Registrar and shall thereupon cease to act hereunder. (e) If the Registrar resigns or ceases to act as Canada’s fiscal agent in respect of the Bonds pursuant to Subsections Section 13(b) or (c) hereofof this Agreement, the Registrar shall only be entitled to annual fees otherwise payable to it under this Agreement on a pro rata basis for that period since the most recent anniversary of this Agreement during which the Registrar has acted as fiscal agent hereunder. In the event that the Registrar ceases to act as Canada’s fiscal agent in respect of the Bonds for any other reason, the Registrar shall be entitled to receive the full amount of the annual fees payable to it in respect of the Bonds pursuant to Section 12 hereofof this Agreement. Upon resignation or removal, the Registrar shall be entitled to the payment by Canada of its compensation for the services rendered hereunder (pursuant to this Subsection Section 13(e)) 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.

Successor Registrar. (a) Canada agrees that there shall at all times be a Registrar hereunder and that such registrar shall be a bank or trust company organized and doing business under the laws of Canada or any province or territory thereof or the United States or any state thereof, in good standing and authorized to perform the duties set out herein; provided that Canada may choose to act at any time as its own fiscal agent, transfer agent, registrar and principal paying agent. The Registrar shall not transfer or assign this Agreement or any interest or obligation herein without Canada’s prior written consent. Any corporation into which the Registrar hereunder may be amalgamated, merged or converted, or any corporation with which the Registrar may be consolidated, or any corporation resulting from any amalgamation, merger, conversion or consolidation to which the Registrar shall sell or otherwise transfer all or substantially all of the corporate trust business of the Registrar, provided that it shall be qualified as aforesaid, shall be the successor Registrar under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Canada reserves the right to appoint a new Registrar within 30 days of such amalgamation, merger, conversion or consolidation. (b) The Registrar may at any time resign by giving written notice to Canada of its resignation, specifying the date on which its resignation shall become effective (which shall not be less than 60 days after the date on which such notice is given unless Canada shall agree to a shorter period); provided that no such notice shall expire less than 30 days before or 30 days after the due date for any payment of principal or interest in respect of the Bonds. Canada may remove the Registrar at any time by giving 30 days written notice to the Registrar specifying the date on which such removal shall become effective. Such resignation or removal shall only take effect upon the appointment by Canada of a successor Registrar and acceptance of such appointment by such successor Registrar. Any Paying Agent may resign or may be removed at any time upon like notice, and Canada in any such case may appoint in substitution therefor a new Paying Agent or Paying Agents. If no successor Registrar has accepted such appointment as contemplated by Subsection Section 13(d) hereof within 30 days, the resigning Registrar may petition a court of competent jurisdiction for the appointment of a successor Registrar. (c) The appointment of the Registrar hereunder shall forthwith terminate, whether or not notice of such termination shall have been given, if at any time the Registrar becomes incapable of performing its duties hereunder, 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 a liquidator or receiver of all or any substantial part of its 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 the winding up or dissolution of the Registrar, or if a liquidator or receiver of the Registrar of all or any substantial part of its property 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 any public officer takes charge or control of the Registrar or its property or affairs for the purposes of rehabilitation, conservation or liquidation. If no successor Registrar has accepted such appointment as contemplated by Subsection Section 13(d) hereof within 30 days, the resigning Registrar may petition a court of competent jurisdiction for the appointment of a successor Registrar. (d) Prior to the effective date of any such resignation or removal of the Registrar, or if the Registrar shall become unable to act as such or shall cease to be qualified as aforesaid, Canada shall appoint a successor Registrar, qualified as aforesaid. Upon the appointment of a successor Registrar and such successor’s its acceptance of such appointment, the retiring Registrar shall, at the direction of Canada and upon payment of its compensation and expenses then unpaid, deliver and pay over to its successor any and all securities, money and any other properties then in its possession as Registrar and shall thereupon cease to act hereunder. (e) If the Registrar resigns or ceases to act as Canada’s fiscal agent in respect of the Bonds pursuant to Subsections Section 13(b) or (c) hereofof this Agreement, the Registrar shall only be entitled to annual fees otherwise payable to it under this Agreement on a pro rata basis for that period since the most recent anniversary of this Agreement during which the Registrar has acted as fiscal agent hereunder. In the event that the Registrar ceases to act as Canada’s fiscal agent in respect of the Bonds for any other reason, the Registrar shall be entitled to receive the full amount of the annual fees payable to it in respect of the Bonds pursuant to Section 12 hereofof this Agreement. Upon resignation or removal, the Registrar shall be entitled to the payment by Canada of its compensation for the services rendered hereunder (pursuant to this Subsection Section 13(e)) 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.