Termination by Account Bank. (a) The Account Bank may terminate this Agreement and cease to operate the Accounts at any time on giving not less than 60 days' (or such shorter period as may be required by any competent authority where the Account Bank confirms in writing that it has been notified of such requirement by such competent authority) prior written notice thereof ending on any Business Day which does not fall on either an Interest Payment Date or a date less than 10 Business Days before an Interest Payment Date to each of the other parties hereto without assigning any reason therefor, provided that such termination shall not take effect until a replacement financial institution or institutions (in each case, which is an Authorised Entity) chosen by the Issuer or the Administrator (with the prior written consent of the Trustee) shall have entered into an agreement on terms substantially similar to those set out in this Agreement, provided that (i) where the Issuer or the Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such replacement financial institution, the Issuer, or, as the case may be, the Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions. (b) If the Account Bank gives notice of its resignation in accordance with this Clause 9.5 and by the tenth day before the expiry of such notice a successor has not been duly chosen by the Issuer in accordance with this Clause, the Account Bank may itself, following such consultation with the Issuer as is practicable in the circumstances and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced financial institution which is an Authorised Entity. The Account Bank shall give notice of such appointment to the Issuer, the Administrator and the Trustee, and such successor shall enter into an agreement on terms substantially similar to those set out in this Agreement, provided that (i) where the Issuer or the Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such financial institution, the Issuer, or, as the case may be, the Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions. (c) In the event of such termination and cessation the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby. (d) If the Account Bank terminates this Agreement with less than 60 days' notice, the Account Bank shall supply the Issuer, the Administrator and the Trustee with a copy of the notice received from the relevant competent authority requiring it to cease to act by or before such time as it is required to cease to act, save where it is prohibited by law from doing so (in which case the Account Bank undertakes to provide the Issuer with a copy of the notice as soon as the relevant legislation or competent authority, as applicable, permits).
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Termination by Account Bank.
(a) The Account Bank may terminate this Agreement and cease to operate the Accounts at any time on giving not less than 60 days' (or such shorter period as may be required by any competent authority where the Account Bank confirms in writing that it has been notified of such requirement by such competent authority) prior written notice thereof ending on any Business Day which does not fall on either an Interest Payment Date or a date less than 10 Business Days before an Interest Payment Date to each of the other parties hereto without assigning any reason therefor, provided that such termination shall not take effect until a replacement financial institution or institutions (in each case, which is an Authorised Entity) chosen by the Issuer or the Administrator (with the prior written consent of the Trustee) shall have entered into an agreement on terms substantially similar to those set out in this Agreement, provided that (i) where the Issuer or the Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such replacement financial institution, the Issuer, or, as the case may be, the Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions.
(b) If the Account Bank gives notice of its resignation in accordance with this Clause 9.5 and by the tenth day before the expiry of such notice a successor has not been duly chosen by the Issuer in accordance with this Clause, the Account Bank may itself, following such consultation with the Issuer as is practicable in the circumstances and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced financial institution which is an Authorised Entity. The Account Bank shall give notice of such appointment to the Issuer, the Administrator and the Trustee, and such successor shall enter into an agreement on terms substantially similar to those set out in this Agreement, provided that (i) where the Issuer or the Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such financial institution, the Issuer, or, as the case may be, the Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions.
(c) In the event of such termination and cessation the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby.
(d) If the Account Bank terminates this Agreement with less than 60 days' notice, the Account Bank shall supply the Issuer, the Administrator and the Trustee with a copy of the notice received from the relevant competent authority requiring it to cease to act by or before such time as it is required to cease to act, save where it is prohibited by law from doing so (in which case the Account Bank undertakes to provide the Issuer with a copy of the notice as soon as the relevant legislation or competent authority, as applicable, permits).
Appears in 1 contract
Samples: Account Bank Agreement
Termination by Account Bank.
(a) The Account Bank may terminate this Agreement and cease to operate the Accounts at any time on giving not less than 60 days' (or such shorter period as may be required by any competent authority where the Account Bank confirms in writing that it has been notified of such requirement by such competent authority) prior written notice thereof ending on any Business Day which does not fall on either an Interest Payment Date or a date less than 10 Business Days before an Interest Payment Date to each of the other parties hereto without assigning any reason therefor, provided that such termination shall not take effect until a replacement financial institution or institutions (in each case, which is an Authorised Entity) chosen by the Issuer or the an Administrator (with the prior written consent of the Trustee) shall have entered into an agreement on terms substantially similar to those set out in this Agreement, provided that that
(i) where the Issuer or the PML as Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such replacement financial institution, the Issuer, or, as the case may be, the PML as Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions.
(b) If the Account Bank gives notice of its resignation in accordance with this Clause 9.5 and by the tenth day before the expiry of such notice a successor has not been duly chosen by the Issuer in accordance with this ClauseClause 9.5, the Account Bank may itself, following such consultation with the Issuer as is practicable in the circumstances and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced financial institution which is an Authorised Entity. The Account Bank shall give notice of such appointment to the Issuer, the Administrator Administrators and the Trustee, and such successor shall enter into an agreement on terms substantially similar to those set out in this Agreement, provided that (i) where the Issuer or the an Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such financial institution, the Issuer, or, as the case may be, the PML as Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions.
(c) In the event of such termination and cessation the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby.
(d) If the Account Bank terminates this Agreement with less than 60 days' notice, the Account Bank shall supply the Issuer, the Administrator Administrators and the Trustee with a copy of the notice received from the relevant competent authority requiring it to cease to act by or before such time as it is required to cease to act, save where it is prohibited by law from doing so (in which case the Account Bank undertakes to provide the Issuer with a copy of the notice as soon as the relevant legislation or competent authority, as applicable, permits).
Appears in 1 contract
Samples: Account Bank Agreement
Termination by Account Bank. (a) The Account Bank may terminate this Agreement and cease to operate the Accounts at any time on giving not less than 60 days' (or such shorter period as may be required by any competent authority where the Account Bank confirms in writing that it has been notified of such requirement by such competent authority) prior written notice thereof ending on any Business Day which does not fall on either an Interest Payment Date or a date less than 10 Business Days before an Interest Payment Date to each of the other parties hereto without assigning any reason therefor, provided that such termination shall not take effect until a replacement financial institution or institutions (in each case, which is an Authorised Entity) chosen by the Issuer or the an Administrator (with the prior written consent of the Trustee) shall have entered into an agreement on terms substantially similar to those set out in this Agreement, provided that that
(i) where the Issuer or the PML as Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such replacement financial institution, the Issuer, or, as the case may be, the PML as Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions.
(b) If the Account Bank gives notice of its resignation in accordance with this Clause 9.5 and by the tenth day before the expiry of such notice a successor has not been duly chosen by the Issuer in accordance with this Clause, the Account Bank may itself, following such consultation with the Issuer as is practicable in the circumstances and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced financial institution which is an Authorised Entity. The Account Bank shall give notice of such appointment to the Issuer, the Administrator Administrators and the Trustee, and such successor shall enter into an agreement on terms substantially similar to those set out in this Agreement, provided that (i) where the Issuer or the an Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such financial institution, the Issuer, or, as the case may be, the PML as Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions.
(c) In the event of such termination and cessation the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby.
(d) If the Account Bank terminates this Agreement with less than 60 days' notice, the Account Bank shall supply the Issuer, the Administrator Administrators and the Trustee with a copy of the notice received from the relevant competent authority requiring it to cease to act by or before such time as it is required to cease to act, save where it is prohibited by law from doing so (in which case the Account Bank undertakes to provide the Issuer with a copy of the notice as soon as the relevant legislation or competent authority, as applicable, permits).
Appears in 1 contract
Samples: Account Bank Agreement
Termination by Account Bank.
(a) The Account Bank may terminate this Agreement and cease to operate the Accounts at any time on giving not less than 60 days' (or such shorter period as may be required by any competent authority where the Account Bank confirms in writing that it has been notified of such requirement by such competent authority) prior written notice thereof ending on any Business Day which does not fall on either an Interest Payment Date or a date less than 10 Business Days before an Interest Payment Date to each of the other parties hereto without assigning any reason therefor, provided that such termination shall not take effect until a replacement financial institution or institutions (in each case, which is an Authorised Entity) chosen by the Issuer or the an Administrator (with the prior written consent of the Trustee) shall have entered into an agreement on terms substantially similar to those set out in this Agreement, provided that that
(i) where the Issuer or the PML as Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such replacement financial institution, the Issuer, or, as the case may be, the PML as Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions.
(b) If the Account Bank gives notice of its resignation in accordance with this Clause 9.5 and by the tenth day before the expiry of such notice a successor has not been duly chosen by the Issuer in accordance with this Clause, the Account Bank may itself, following such consultation with the Issuer as is practicable in the circumstances and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced financial institution which is an Authorised Entity. The Account Bank shall give notice of such appointment to the Issuer, the Administrator Administrators and the Trustee, and such successor shall enter into an agreement on terms substantially similar to those set out in this Agreement, provided that (i) where the Issuer or the an Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such financial institution, the Issuer, or, as the case may be, the PML as Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions.
(c) In the event of such termination and cessation the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby.
(d) If the Account Bank terminates this Agreement with less than 60 days' notice, the Account Bank shall supply the Issuer, the Administrator Administrators and the Trustee with a copy of the notice received from the relevant competent authority requiring it to cease to act by or before such time as it is required to cease to act, save where it is prohibited by law from doing so (in which case the Account Bank undertakes to provide the Issuer with a copy of the notice as soon as the relevant legislation or competent authority, as applicable, permits).
Appears in 1 contract
Samples: Account Bank Agreement
Termination by Account Bank. (a) The Account Bank may terminate this Agreement and cease to operate the Accounts at any time on giving not less than 60 days' (or such shorter period as may be required by any competent authority where the Account Bank confirms in writing that it has been notified of such requirement by such competent authority) prior written notice thereof ending on any Business Day which does not fall on either an Interest Payment Date or a date less than 10 Business Days before an Interest Payment Date to each of the other parties hereto without assigning any reason therefor, provided that such termination shall not take effect until a replacement financial institution or institutions (in each case, which is an Authorised Entity) chosen by the Issuer or the an Administrator (with the prior written consent of the Trustee) shall have entered into an agreement on terms substantially similar to those set out in this Agreement, provided that (i) where the Issuer or the PML as Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such replacement financial institution, the Issuer, or, as the case may be, the PML as Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions.
(b) If the Account Bank gives notice of its resignation in accordance with this Clause 9.5 and by the tenth day before the expiry of such notice a successor has not been duly chosen by the Issuer in accordance with this Clause, the Account Bank may itself, following such consultation with the Issuer as is practicable in the circumstances and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced financial institution which is an Authorised Entity. The Account Bank shall give notice of such appointment to the Issuer, the Administrator Administrators and the Trustee, and such successor shall enter into an agreement on terms substantially similar to those set out in this Agreement, provided that (i) where the Issuer or the an Administrator determines that it is not practicable, taking into account the then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement with such financial institution, the Issuer, or, as the case may be, the PML as Administrator shall have certified in writing to the Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are reasonable commercial terms taking into account the then prevailing current market conditions, which certificate may be relied upon by the Trustee without liability and without further enquiry and shall be conclusive and binding on all parties and the Secured Parties and (ii) the Trustee shall not be obliged to enter into any such arrangements if to do so would, in the sole opinion of the Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Trustee in the Relevant Documents and/or the Conditions.
(c) In the event of such termination and cessation the Account Bank shall use reasonable endeavours to assist the other parties hereto to effect an orderly transition of the banking arrangements documented hereby.
(d) If the Account Bank terminates this Agreement with less than 60 days' notice, the Account Bank shall supply the Issuer, the Administrator Administrators and the Trustee with a copy of the notice received from the relevant competent authority requiring it to cease to act by or before such time as it is required to cease to act, save where it is prohibited by law from doing so (in which case the Account Bank undertakes to provide the Issuer with a copy of the notice as soon as the relevant legislation or competent authority, as applicable, permits).
Appears in 1 contract
Samples: Account Bank Agreement