EX-99.4.(3)
3
v203301_ex4-3.htm
Exhibit
4(3)
MASTER
FISCAL AGENCY AGREEMENT
Dated
as of February 3, 2010
BETWEEN
THE
STATE OF ISRAEL
AND
COMPUTERSHARE
INC.
AND
COMPUTERSHARE
TRUST
COMPANY,
N.A.
TABLE OF
CONTENTS
Page
|
ARTICLE I
DEFINITIONS
|
2
|
|
Section 1.1
|
Definitions
|
2
|
| | |
|
ARTICLE II THE
BONDS
|
6
|
|
Section 2.1
|
Authorization
and Amount
|
6
|
|
Section 2.2
|
Description
of Bonds
|
6
|
|
Section 2.3
|
Definitive
and Temporary Bonds; Subscription Receipts; Book-Entry
Facility
|
7
|
|
Section 2.4
|
Provisions
as to the Bonds
|
9
|
|
Section 2.5
|
Redemption
of Bonds by State in Certain Circumstances
|
11
|
|
Section 2.6
|
Exchanges,
Split-ups
|
12
|
|
Section 2.7
|
Charges
to Bondholders upon Transfers, Purchases by State, Exchanges and
Split-ups
|
13
|
|
Section 2.8
|
Co-Owners
of Bonds; Bonds Held by Minors
|
13
|
|
Section 2.9
|
Mutilated,
Lost, Stolen or Destroyed Bonds
|
14
|
|
Section
2.10
|
Execution
of Definitive Bonds
|
15
|
|
Section
2.11
|
Validation
by Fiscal Agent
|
15
|
|
Section
2.12
|
Registration,
Registration of Transfer or Exchange
|
16
|
| | |
|
ARTICLE III ISSUE OF
BONDS
|
16
|
|
Section 3.1
|
Procedures
on Issuance
|
16
|
|
Section 3.2
|
Subscription
Procedures
|
18
|
| | |
|
ARTICLE IV PAYMENT OF
BONDS
|
18
|
|
Section 4.1
|
Bond
Payments
|
18
|
|
Section 4.2
|
Manner
of Deposits
|
19
|
|
Section 4.3
|
Cancellation
of Definitive Bonds
|
19
|
| | |
|
ARTICLE V REDEMPTION AT
OPTION OF THE STATE
|
19
|
|
Section 5.1
|
Bonds
Subject to Redemption
|
19
|
|
Section 5.2
|
Selection
of Bonds to Be Redeemed
|
20
|
|
Section 5.3
|
Designation
of Bonds to Be Redeemed
|
20
|
|
Section 5.4
|
Redemption
Notice
|
20
|
|
Section 5.5
|
Redeemed
Bonds Due on Redemption Date
|
21
|
| | |
| | |
-i-
|
ARTICLE VI FISCAL
AGENT
|
22
|
|
Section 6.1
|
Regarding
the Fiscal Agent
|
22
|
|
Section 6.2
|
Reports
and Audit Rights; Duties of Fiscal Agent
|
27
|
|
Section 6.3
|
Account
Manager
|
29
|
|
Section 6.4
|
Resignation
or Removal of Fiscal Agent
|
29
|
|
Section 6.5
|
Appointment
of Successor Fiscal Agent
|
30
|
|
Section 6.6
|
Transitional
Period
|
31
|
|
Section 6.7
|
Adoption
of Countersignature
|
31
|
| | |
|
ARTICLE VII PROCEDURE FOR
PAYMENT OF PRINCIPAL, INTEREST OR MATURITY AMOUNT
|
31
|
|
Section 7.1
|
Monies
Deposited for Payment of Principal, Interest or Maturity
Amount
|
31
|
|
Section 7.2
|
Investment
of Deposited Cash
|
32
|
|
Section 7.3
|
Additional
Paying Agents
|
35
|
| | |
|
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES
|
35
|
|
Section 8.1
|
Fiscal
Agent
|
35
|
|
Section 8.2
|
The
State
|
36
|
| | |
|
ARTICLE IX MISCELLANEOUS
PROVISIONS
|
37
|
|
Section 9.1
|
Notices
|
37
|
|
Section 9.2
|
Amendments
and Waivers
|
38
|
|
Section 9.3
|
Confidentiality
|
38
|
|
Section 9.4
|
Subcontract
and Assignment
|
39
|
|
Section 9.5
|
Advertising
|
40
|
|
Section 9.6
|
Other
Fiscal Agents
|
40
|
|
Section 9.7
|
Existing
Fiscal Agency Agreements
|
40
|
|
Section 9.8
|
Force
Majeure
|
40
|
|
Section 9.9
|
Entire
Agreement
|
41
|
|
Section
9.10
|
Governing
Law
|
41
|
|
Section
9.11
|
Counterparts
|
42
|
|
Section
9.12
|
Term
and Termination
|
42
|
|
Section
9.13
|
Assignment
|
43
|
| | | |
-ii-
|
Section
9.14
|
Successors
|
43
|
|
Section
9.15
|
Severability
|
44
|
|
Section
9.16
|
Third
Party Beneficiaries
|
44
|
|
Section
9.17
|
Survival
|
44
|
|
Section
9.18
|
Priorities
|
44
|
|
Section
9.19
|
No
Strict Construction
|
44
|
|
Section
9.20
|
Descriptive
Headings
|
45
|
| | | |
Schedules
Schedule
A: Services and Technology Requirements
Schedule
B: Form of Definitive Bonds
Schedule
C: Required Reports
Schedule
D: Existing Fiscal Agency Agreements and Applicable Supplements
-iii-
MASTER
FISCAL AGENCY AGREEMENT, dated as of February 3, 2010, between the STATE OF
ISRAEL (the “State” or “Israel”) and Computershare Inc. and its fully owned
subsidiary Computershare Trust Company, N.A. (collectively “Computershare” or
individually “CI” and “CTCNA”, respectively).
WHEREAS,
the State has duly authorized and intends to authorize, from time to time, the
creation of one or more issues of its bonds to be offered through the Financial
Corporation as hereinafter defined (collectively, the “Bonds”) and has duly
authorized the appointment of Computershare as fiscal agent in connection
therewith, and has duly authorized the execution and delivery of this
Master
Fiscal Agency Agreement (the “Agreement”);
WHEREAS,
the State and Computershare desire to enter into this Agreement with respect to
the issuance by the State from time to time of Bonds, each issue to be in the
principal amount and currencies and with the terms and conditions as provided in
its respective supplement to this Agreement (each,
a “Supplement”);
NOW,
THEREFORE, in consideration of the premises and of the mutual agreements herein
set forth, effective as of the Appointment Date (as hereinafter defined), the
State hereby appoints Computershare as fiscal agent, registrar, and transfer
agent in respect of such issues of Bonds, to provide such services as described
in this Agreement, including in Schedule A hereto (the “Services”), and said
Computershare hereby accepts said appointment as of the Appointment Date, all
upon the terms and subject to the conditions hereinafter set forth.
ARTICLE I
Definitions
The
following terms shall have the meanings assigned to them in this Agreement as
follows:
a. “Account” shall mean the
account of each Bondholder which reflects the bond or bonds held by such
Bondholder, outstanding funds, or reportable tax information.
b. “Agreement” shall mean this
agreement and any and all exhibits or schedules attached hereto and any and all
amendments or modifications which may from time to time be executed in
accordance with Section 9.2 hereof.
c. “Appointment Date” shall have
the meaning specified in Section 9.12.
d. “Bondholder,” “holder,”
“owner” or any similar term shall mean, with respect to any Bond, the person or
entity the name of whom or which shall be inscribed on the Bond Register as the
owner of the Bond.
e. “Bondholder Data” shall mean
all information maintained on the records database of the Fiscal Agent
concerning Bondholders, including all individual, collective and statistical
information.
f. “Bond Register” shall have the
meaning specified in Section 2.12.
g. “Bonds” shall mean the bonds
described in the recitals hereto.
h. “Business Day” shall mean a
day other than a Saturday, Sunday or other day on which the Fiscal Agent is
authorized or required by law to be closed in the United States or in
London.
i. “Code” shall mean the United
States Internal Revenue Code of 1986, as heretofore or hereafter
amended.
2
j. “Defaulted Interest” shall
mean any interest not paid when due.
k. “Definitive Bonds” shall have
the meaning stated in Section 2.3.a.
l. “Deposited Cash” shall have
the meaning stated in Section 7.1.a.
m. “Direction of the Financial
Corporation” shall mean a written direction signed in the name of a Financial
Corporation by its President, Executive Vice President, Vice President or
General Counsel, or such other persons as may be designated with respect to such
Financial Corporation in a Direction of the State.
n. “Direction of the State” shall
mean a written direction signed in the name of the State by its Minister of
Finance, a representative of the State designated by an instrument in writing
and signed by its Minister of Finance, or by the Chief Fiscal Officer of the
Ministry of Finance for the Western Hemisphere, or any other person duly
authorized by the State as specified to the Fiscal Agent by the Minister of
Finance or by a representative designated as hereinbefore provided by the
Minister of Finance. Any Direction of the State or of the Financial Corporation
may be expressed in general terms and need not be limited to any particular
matter or transaction.
o. “Employee Benefit Plan” shall
mean any “employee benefit plan” as defined in Section 3 of the Employee
Retirement Income Security Act of 1974, as amended, or any comparable
legislation then in effect at the time of determination, and any Individual
Retirement Account, Xxxx Individual Retirement Account, Xxxxx or H.R. 10 Plan,
as defined herein, or, subject to the approval of the State, a plan or fund, if
any, irrespective of its location or place or organization, determined by the
State to be a comparable plan or fund.
p. “Financial Corporation” shall
mean Development Corporation for Israel (“DCI”), or any successor to DCI
designated in a Direction of the State.
3
q. “Fiscal Agent” shall mean
Computershare, including any subcontractor retained by the Fiscal Agent as
permitted under Section 9.4 of this Agreement, and any successor or successors
which may become Fiscal Agent pursuant to Sections 6.5 and 6.6.
r. “Government Securities” shall
have the meaning stated in Section 7.2.a.
s. “Individual Retirement
Account” or “XXX” shall mean an individual retirement, tax-deferred plan
established by an employee under Section 408 of the Code or any comparable
legislation in effect at the time of determination.
t. “Interest Payment Date” shall
mean, with respect to each installment of interest due on an interest-bearing
Bond, the date specified in such Bond as the fixed date on which such
installment of interest is due and payable.
u. “Israel” or “State” shall mean
the State of Israel.
v. “Issue Date” shall mean, with
respect to each Bond, the Issue Date specified on such Bond.
w. “Issue Price” shall mean, with
respect to non interest-bearing Bonds, the price at which such Bond is deemed
issued pursuant to Section 1273 of the Code and applicable regulations
promulgated thereunder, or any comparable legislation in effect at the time of
determination.
x. “Xxxxx Plan” or “H.R. 10 Plan”
shall mean a retirement plan established by a self-employed individual that
satisfies or is intended by its terms to satisfy the applicable requirements of
the Code.
y. “Maturity Amount” shall mean
as to each non interest-bearing Bond the denomination thereof.
z. “Paying Agents” shall have the
meaning stated in Section 7.3.a.
4
aa. “Principal Amount” shall mean
as to each interest-bearing Bond the denomination thereof.
bb. “Redemption Price” shall
mean, for interest-bearing Bonds, a price equal to the Principal Amount thereof
and accrued and unpaid interest theron to the redemption or repurchase date, and
for non interest-bearing Bonds, the Issue Price for such Bond as adjusted as of
the redemption or repurchase date pursuant to the provisions of Section 1272 of
the Code and applicable regulations promulgated thereunder, or any comparable
legislation in effect at the time of determination.
cc. “Regular Record Date” for the
interest payable on any Interest Payment Date with respect to any
interest-bearing Bond shall mean the date specified as the record date therefor
in the applicable Supplement.
dd. “Xxxx XXX” shall mean an
individual retirement account within the meaning of Section 408A(b) of the
Code.
ee. “Sales Period” shall mean
with respect to an issue of Bonds, such period, if any, as defined in the
applicable Supplement for such issue of Bonds.
ff. “Special Record Date” for the
payment of any Defaulted Interest shall mean the date fixed by the Fiscal Agent
pursuant to the provisions of the interest-bearing Bond and Section 2.2.c
hereto.
gg. “Trust Account” shall mean a
cash account of the Fiscal Agent established for each issue of Bonds, pursuant
to which funds deposited by the State shall be held in trust for the benefit of
the State by the Fiscal Agent. Amounts in the Trust Account shall be
deposited overnight with the Fiscal Agent, shall continue to be trust accounts
while so deposited, and shall earn interest in accordance with the Fee Letter
(as defined in Section 6.1.j. herein), or as shall be mutually agreed from time
to time and confirmed in writing.
5
Except
where the context otherwise requires, words importing the singular number shall
include the plural number and vice versa.
ARTICLE II
The
Bonds
|
|
Section 2.1
|
Authorization and
Amount
|
The name
of each issue of Bonds and the aggregate principal amount of such issue which
may be countersigned, delivered and outstanding will be as set forth in the
Supplement relating to such issue.
|
|
Section 2.2
|
Description of
Bonds
|
a. The Bonds shall be issuable
only in registered form without coupons, and, upon original subscription, in
such minimum denomination as may be set forth in the applicable
Supplement. Bonds shall be numbered and lettered in such manner as
shall be satisfactory to the State.
b. The Issue Date of each Bond
shall be specified on such Bond or in the Bond Register.
c. For interest-bearing
Bonds:
(i) payments of interest shall be
made in accordance with the provisions of the Bond and the applicable
Supplement;
(ii) interest on the Bonds shall
be computed on the basis of a 365-day year, actual number of days elapsed,
unless otherwise specified in the applicable Supplement; and
(iii) with respect to payment of
Defaulted Interest:
(A) The State shall notify the
Fiscal Agent in writing of the amount of Defaulted Interest proposed to be paid
on each Bond and the date of the proposed payment, and at the same time the
State shall deposit with the Fiscal Agent an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Fiscal Agent for such deposit prior
to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the persons entitled to such Defaulted Interest as in
this clause provided.
6
(B) Thereupon, the Fiscal Agent
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 10 days and not less than 5 days prior to the date of the
proposed payment and not less than 5 days after the receipt by the Fiscal Agent
of the notice of the proposed payment. The Fiscal Agent shall
promptly notify the State of such Special Record Date and, in the name and at
the expense of the State, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid (or as otherwise permitted by applicable
regulations), to each holder at his address as it appears in the Bond Register,
not less than 5 days prior to such Special Record Date.
(C) Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the persons in whose
names the Bonds are registered on such Special Record Date.
|
|
Section 2.3
|
Definitive and
Temporary Bonds; Subscription Receipts; Book-Entry
Facility
|
a. Purchasers of Bonds shall not
be entitled to receive certificated Bonds in a definitive form (“Definitive
Bonds”), unless specifically requested in accordance with the terms of the
Bonds. In accordance with Section 2.12 herein, the Fiscal Agent shall
create a book-entry facility for each issue of Bonds, whereby each owner of
Bonds shall be registered. The Fiscal Agent shall deliver to the
purchaser and owner of each book-entry Bond (by first-class, postage prepaid
mail, or as otherwise permitted by applicable regulations), a confirmation that
the owner has been so listed. Holders of such book-entry Bonds shall
have all the rights and obligations of Bondholders hereunder.
7
b. Definitive Bonds shall be
substantially in the form attached hereto as Schedule B, all provisions of which
are expressly incorporated into and made a part of this Agreement and of each
Bond, whether issued as Definitive Bond or in book-entry form. All
Definitive Bonds will bear the restricted legends set forth in Schedule B and
may have such appropriate insertions, omissions, variations or substitutions as
are required or permitted by, and not inconsistent with, this Agreement.
Definitive Bonds may also have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
approved by the Fiscal Agent or required to comply with the securities laws of
any jurisdiction, or the rules and regulations of any securities exchange upon
which the Bonds may be listed, or any other regulatory authority, or to conform
with any usage with respect thereto. The Definitive Bonds may be
engraved, printed, lithographed, or prepared by any other process as determined
by a Direction of the State.
c. Pending the preparation of
Definitive Bonds, the State may execute and issue in lieu thereof temporary
Bonds in substantially the form of the Definitive Bonds. Such
temporary Bonds may be exchanged for an equal aggregate amount of Definitive
Bonds of authorized denominations when such Definitive Bonds are prepared and
ready for delivery upon surrender of such temporary Bonds at the principal
corporate trust office of the Fiscal Agent in Canton,
Massachusetts.
d. Pending the preparation of
Definitive Bonds, and in lieu of the issuance of temporary Bonds as provided in
Section 2.3.c, the State may cause to be issued to subscribers a nontransferable
receipt to the effect that a Definitive Bond or Definitive Bonds, when available
for issuance, will be issued to the person named in said receipt, in the
denomination or denominations specified therein.
8
|
|
Section 2.4
|
Provisions as to the
Bonds
|
Except as
otherwise provided in the terms of the Bonds or in the applicable Supplement,
the following provisions shall apply:
a. The Bonds shall be issuable to
any person or entity.
b. The Bonds may be registered or
exempt from registration (with the United States Securities and Exchange
Commission (“SEC”), the securities commission of any Canadian province, or any
other US or non-US authority) as the case may be and the terms of the issuance
may include limitations on purchases and transfers.
c. The Bonds may be issued in US
dollars, Canadian dollars, Euros, British pound sterling or other currencies as
set forth in the applicable Supplement. If the applicable Supplements
allows for Bonds denominated in one currency to be purchased with a different
currency, the Fiscal Agent shall exchange the received funds for the applicable
currency in accordance with Section 3.1.d. herein, without any additional fees
charged to the purchaser. All subscription payments for Bonds
denominated in currencies other than US Dollars shall be directed to a special
designated account with the Fiscal Agent.
d. The Bonds shall be
nontransferable and non-assignable, except as otherwise provided in the
applicable Supplement, and except that any Bond may be transferred to the State.
The State may, at any time or from time to time, by a Direction of the State,
provide for the further transferability and assignability of the
Bonds.
e. Whenever a Bond is proposed to
be transferred, the transferor of the Bond shall deliver a written instrument of
transfer and such other documents required by the State or the Fiscal Agent
transferring such Bond to permissible transferees (such instrument of transfer
to be in form approved by the Fiscal Agent and to be executed by the owner of
such Bond), including the presentation and surrender of any Definitive Bond. The
State and the Fiscal Agent may require any additional documentation or
information that either may deem necessary to determine whether the proposed
transfer is permitted under the terms of the Bonds proposed to be transferred,
and any proposed transfer shall be effective only upon the approval thereof by
the State and the Fiscal Agent, in their sole discretion. Upon approval of a
proposed transfer, the Fiscal Agent shall register such transfer on the Bond
Register (as hereinafter defined); or, in the case of Definitive Bonds, the
State may execute, and in such event the Fiscal Agent may countersign, a new
Definitive Bond of like tenor and having the same Issue Date and Principal
Amount as the Definitive Bond transferred, or may evidence the new ownership by
endorsement on the Definitive Bond or by such other method as the State and the
Fiscal Agent may deem desirable.
9
f. With respect to each
outstanding Bond, the State and the Fiscal Agent may deem and treat the
Bondholder whose name appears on the record books of the Fiscal Agent as the
owner of such Bond, as the absolute owner of such Bond for the purpose of
receiving payment thereof, interest thereon or on account thereof, if any, and
for all other purposes, whether or not such Bond shall be overdue, and neither
the State nor the Fiscal Agent shall be affected by any notice to the
contrary.
g. The trustees or other legal
representatives of a non-individual owner which has dissolved or terminated
shall succeed to all the rights of such owner. The executor,
administrator or other legal representative of an owner who has died shall
succeed to all the rights of such owner.
h. The Fiscal Agent shall cancel
any Definitive Bond surrendered to it by the State for exchange or cancellation
and, if so directed, shall countersign and deliver a new Definitive Bond or
Definitive Bonds in exchange therefor in accordance with Section
2.4.e. Such action shall be taken upon a Direction of the State,
directing such cancellation and requesting such countersigning and delivery in
exchange therefor.
10
|
|
Section 2.5
|
Redemption of Bonds by
State in Certain
Circumstances
|
a. The State agrees that, not
later than 120 days (or such other number of days as may be stated in the terms
of the Bond or in the applicable Supplement) after delivery of a written demand
and accompanying transfer documents to the principal corporate trust office of
the Fiscal Agent in Canton, Massachusetts, together with the instruments
required by Section 2.5.b and any Definitive Bond, it will redeem such Bond at
the Redemption Price, under the following circumstances: (i) upon the
death of any natural person who was the original registered owner of the Bond
or, in the event there is more than one original registered owner of the Bond,
upon the death of the last surviving original registered owner; provided that
the obligation of the State to redeem upon death shall cease and terminate and
shall not apply when the Bond is owned by a transferee or assignee; (ii) upon
the death of any natural person who owned such Bond through an XXX, Xxxx XXX or
Xxxxx or H.R. 10 Plan; provided that the State may suspend or terminate the
obligations to redeem on death set forth in clauses (i) and (ii) of this
paragraph if, in the opinion of the State, a material number of these persons
shall have died as a result of war, epidemic, catastrophe of nature or other
disaster; or (iii) upon the termination of any Employee Benefit Plan which owned
such Bond; unless, in the case of an XXX, Xxxx XXX or a Xxxxx or H.R. 10 Plan,
the beneficiary or administrator of such plan advises the State or the Financial
Corporation that it intends to transfer such plan to another plan in a
“rollover” transaction, as such term is defined in Section 402 of the Code,
within the time limit prescribed for such “rollover”.
11
b. All Bonds redeemed pursuant to
this Section 2.5 shall be accompanied by a written instrument of transfer in a
form approved by the Fiscal Agent and such other documents required by the State
or the Fiscal Agent.
c. Upon the redemption of any
Bond for purchase by the State pursuant to this Section 2.5, the Fiscal Agent
shall notify the State and the Financial Corporation in writing of such
redemption and shall keep a current record, in full detail, of such redemption
and shall make such record available to the State and the Financial
Corporation.
d. All Bonds redeemed by the
State pursuant to this Section 2.5 shall be held by the Fiscal Agent subject to
the Direction of the State.
e. The Fiscal Agent shall at any
time cancel and retire any Definitive Bond surrendered to it by the State for
retirement if a Direction of the State directing such cancellation and
retirement is delivered to the Fiscal Agent.
|
|
Section 2.6
|
Exchanges,
Split-ups
|
a. Unless otherwise requested in
a Direction of the State, no split-up, or exchange for smaller denominations, of
any Bond which has been issued upon original subscription in the minimum
denomination set forth in the applicable Supplement or designated for redemption
shall be permitted. All other exchanges and split-ups of Bonds shall
be subject to such reasonable regulations and restrictions as the Fiscal Agent
and the State may prescribe.
b. Each new Bond or Bonds
delivered in exchange for any other Bond or Bonds shall carry all the rights to
interest accrued and unpaid and to accrue which were carried by such other Bond
or Bonds, if any.
c. All Definitive Bonds
surrendered by the holders thereof for transfer or exchange, against which new
Bonds are issued, shall be cancelled by the Fiscal Agent and delivered or
disposed of upon a Direction of the State.
12
|
|
Section 2.7
|
Charges to Bondholders
upon Transfers, Purchases by State,
Exchanges and
Split-ups
|
Any
exchange of temporary Bonds for Definitive Bonds pursuant to Section 2.3, any
transfer of Bonds to a permissible transferee and any redemption of Bonds by the
State pursuant to Section 2.5, and any exchange or split-up of Bonds pursuant to
Section 2.6, shall be effected without charge to the Bondholder, except the
payment of any stamp taxes or other governmental charges incident thereto, or as
otherwise agreed in writing between the State and the Fiscal Agent or in a
Direction of the State.
|
|
Section 2.8
|
Co-Owners of Bonds;
Bonds Held by Minors
|
a. If any Bond shall have been
issued in the names of more than one holder, the State or the Fiscal Agent, upon
any transfer or surrender of said Bond pursuant to any provision of this
Agreement (whether or not expressly required by such provision), may require the
signature or confirmation of all such holders, or, in the case of payment
thereof, make payment in the names of all such holders.
x. Xxxxx shall not be issued in
the name of a minor, either individually or as a joint or co-owner. However, if
any Bonds shall have been mistakenly issued in the name of a minor or in the
names of a minor together with any other person, the State or the Fiscal Agent,
upon any transfer or surrender of such Bond pursuant to any provision of this
Agreement (whether or not expressly required by such provision) may act with
respect to the minor upon the signature or confirmation of the legal guardian of
said minor, or, in the event that no such legal guardian has been appointed,
then upon the signature or confirmation of the parent or head of the household
in which the minor resides, provided that such parent or head of household also
executes such other documents as may be required by the State or the Fiscal
Agent.
13
|
|
Section 2.9
|
Mutilated, Lost,
Stolen or Destroyed
Bonds
|
If any
Definitive Bond shall be mutilated, lost, stolen or destroyed (including any
Definitive Bond mutilated, lost, stolen or destroyed prior to the delivery
thereof by the Fiscal Agent to the owner), then, upon the production of such
mutilated Definitive Bond, or upon the receipt of evidence satisfactory to the
State and the Fiscal Agent of the loss, theft or destruction of such Definitive
Bond, and upon receipt also of a surety bond satisfactory to the Fiscal Agent
and the State and holding the Fiscal Agent and the State harmless. Absent notice
to the Fiscal Agent that such Bonds have been acquired by a bona fide purchaser,
the Fiscal Agent may, at its option and with the approval of the State, issue
replacement Bonds for mutilated Bonds upon presentation thereof without such
indemnity. If so requested by the State, the Fiscal Agent shall
accept indemnification from the State to issue replacement Bonds for those Bonds
alleged to have been lost, stolen or destroyed in lieu of an open penalty surety
bond.
The State
in its discretion (evidenced by a Direction of the State delivered to the Fiscal
Agent) may execute, and thereupon the Fiscal Agent shall countersign and
deliver, in accordance with Section 2.4.e, a new Definitive Bond of like tenor
in exchange for, and upon cancellation of, the mutilated Definitive Bond or in
lieu of the Definitive Bond so lost, stolen or destroyed; or, if any such lost,
stolen or destroyed Definitive Bond shall have matured or be about to mature,
instead of issuing a substituted Definitive Bond, upon receipt of a Direction of
the State, the Fiscal Agent may pay the same. Any new Definitive Bond
issued under this Section in lieu of any Definitive Bond alleged to have been
lost, stolen or destroyed shall constitute an original contractual obligation of
the State, whether or not the Definitive Bond alleged to have been lost, stolen
or destroyed be at any time enforceable by anyone; and such new Definitive Bond
shall be entitled to the benefits of this Agreement equally and ratably with all
other Bonds issued hereunder. The State and the Fiscal Agent, in
their discretion, may place upon any such new Definitive Bond a distinguishing
xxxx or a legend to comply with the rules of any securities exchange or to
conform to any usage with respect thereto, or for any other reason or purpose,
but such xxxx or legend shall in no respect affect the validity of such new
Definitive Bond. Unless otherwise determined by the State, all
expenses in connection with procuring such indemnity and with the preparation,
execution, countersigning and delivery of a new Definitive Bond shall be borne
by the person claiming ownership of the Definitive Bond mutilated, destroyed,
stolen or lost (except in respect of any Definitive Bond mutilated, destroyed,
stolen or lost prior to the delivery thereof by the Fiscal Agent to the owner,
for which evidence satisfactory to the State and the Fiscal Agent shall have
been received).
14
|
|
Section
2.10
|
Execution of
Definitive Bonds
|
Definitive
Bonds shall be executed on behalf of the State with the signatures of its Prime
Minister and its Minister of Finance, or of the Chief Fiscal Officer for the
Western Hemisphere of the Ministry of Finance and the Deputy Fiscal Officer for
the Western Hemisphere of the Ministry of Finance, any or both of which may be
manual or facsimile, and shall bear the State Seal or State Emblem or a
facsimile of either. The State may use the signature of any person
who shall have been its Prime Minister, Minister of Finance, the Chief Fiscal
Officer for the Western Hemisphere of the Ministry of Finance or the Deputy
Fiscal Officer for the Western Hemisphere of the Ministry of Finance, at any
time notwithstanding the fact that such person may have ceased to hold such
office at the time when the Definitive Bonds shall actually be countersigned and
issued as herein provided or may have assumed such office after the date shown
on the Definitive Bonds.
|
|
Section
2.11
|
Validation by Fiscal
Agent
|
Only such
Bonds as shall be validated by an authorized officer of the Fiscal Agent (either
by delivery of an official confirmation in the case of book-entry Bonds pursuant
to Section 2.3.a. above, or by manually countersigning the Bonds in the case of
Definitive Bonds) shall be issued as herein provided. Such validation
by an authorized officer of the Fiscal Agent upon any outstanding Bond shall be
conclusive evidence that such Bond has been duly issued hereunder. No
representation shall be implied from such validation other than the
representation that the Fiscal Agent has not validated Bonds in excess of the
aggregate principal amount provided in the applicable Supplement, or Bonds
issued in substitution therefor or in replacement thereof as herein
provided.
15
|
|
Section
2.12
|
Registration,
Registration of Transfer or
Exchange
|
a. The State shall cause to be
kept, in the City of Canton, Massachusetts, a register for each issue of Bonds,
(the “Bond Register”). The State shall provide for the registration of Bonds and
of permissible transfers and exchanges of Bonds, and may appoint one or more
Bond Registrars. The Fiscal Agent is hereby appointed the initial
Bond Registrar for the purpose of registering Bonds and transfer and exchanges
of Bonds as herein provided.
b. The Fiscal Agent shall not be
required (i) to issue or register the transfer or exchange of any Bond during
the period beginning at the opening of business 15 days before the day of
mailing of notice of redemption of Bonds selected for redemption under Section
5.2 and ending at the close of business on the day of such mailing or (ii) to
register the transfer or exchange of any Bonds so selected for redemption, in
whole or in part, except the unredeemed portion of Bonds being redeemed in
part.
ARTICLE III
Issue
of Bonds
|
|
Section 3.1
|
Procedures on
Issuance
|
Except as
otherwise provided in Article II hereof, Bonds shall be issuable hereunder only
as follows:
a. Prior to the issuance of any
Bonds of an issue, the State and the Fiscal Agent shall have executed the
applicable Supplement, and the Fiscal Agent shall have received such opinions
and certificates as the Fiscal Agent may reasonably request, including, if
applicable, certificates with respect to Code Sections 1272 and
1273.
16
b. The Fiscal Agent shall, from
time to time, issue Bonds in such authorized denominations and in such aggregate
principal amounts as shall be specified in Directions of the Financial
Corporation, but the aggregate amounts of Bonds so issued shall not exceed the
aggregate principal amount set forth in the applicable Supplement, excluding
Bonds validated pursuant to Section 2.9.
c. Subscriptions for the Bonds
shall be made in accordance with regulations prescribed by the Financial
Corporation on subscription forms (the general form of which shall have been
approved by the State, the Fiscal Agent and the Financial Corporation), in each
case appropriately completed and executed and accompanied by the subscription
price. A subscription shall be deemed to have been accepted as of the
date upon which the completed subscription forms and the purchase price are
actually received in form acceptable to the Fiscal Agent or to the Financial
Corporation on behalf of the Fiscal Agent.
d. If the subscription price of
any Bonds is paid to the Fiscal Agent in a currency other than the currency in
which the Bonds are to be issued, the Fiscal Agent will convert the subscription
price and execute the purchase of required currency funds at the prevailing rate
of exchange on the date of its receipt of the subscription price or, if it is
not practicable for the Fiscal Agent to purchase the required currency on such
date of receipt, then it will purchase the required currency at the prevailing
rate of exchange as soon thereafter as is practicable. The
Fiscal Agent shall have no responsibility or liability for any fluctuation of
the rate of exchange which may result in any diminution of the subscription
price deposited. The State acknowledges that any such exchange rate may
take into account any premium and other reasonable costs of
exchange.
17
e. The Fiscal Agent shall deliver
each Definitive Bond (or book-entry confirmation) to the appropriate owner and
shall register the name of each owner in the Bond Register.
f. Except as otherwise provided
in a Direction of the State, each Friday, the Fiscal Agent shall transfer the
subscription funds in respect of which Bonds were issued through the close of
business day on the preceding Thursday into an account to be designated by the
State provided that such day is a Business Day in Canton,
Massachusetts. Pending such transfer, the Fiscal Agent shall hold
such funds in an interest bearing account for the benefit of the State, and the
earnings thereon shall be payable to the State monthly.
|
|
Section 3.2
|
Subscription
Procedures
|
a. In all matters relating to the
manner of effecting subscriptions for the Bonds and to the issue of the Bonds,
the Fiscal Agent shall act at all times in accordance with Directions of the
State, except that the Fiscal Agent may rely upon Directions of the Financial
Corporation as to individual subscription issues, not otherwise provided for in
this Agreement.
b. Except as specifically
provided herein, the procedures on issuance and the subscription procedures
hereinabove set forth may be changed generally or in particular countries by a
Direction of the State.
ARTICLE IV
Payment
of Bonds
|
|
Section 4.1
|
Bond
Payments
|
a. The State will deposit with
the Fiscal Agent (to be held and applied by the Fiscal Agent for the payment of
interest, principal or Redemption Price, as the case may be, subject to Section
7.1.c hereof): (i) for interest-bearing Bonds, on each Interest
Payment Date of the Bonds, an amount in immediately available funds sufficient
to pay, on such Interest Payment Date, 100% of the interest to be due on all
Bonds then outstanding; (ii) on maturity and each redemption date of the Bonds,
as the case may be, an amount in immediately available funds which, together
with any amounts then held by the Fiscal Agent and available for the payment
thereof, shall be equal to 100% of the entire amount of the principal or
Redemption Price to be due on all the Bonds then outstanding and maturing or
being redeemed, respectively, on such maturity or redemption date.
18
b. In the event the date of any
payment hereunder, for interest, redemption or maturity, is not a Business Day,
payment may be made on the next succeeding Business Day, and no interest shall
accrue for the intervening period.
|
|
Section 4.2
|
Manner of
Deposits
|
Any
deposit made or to be made by the State with the Fiscal Agent under Section 4.1
shall be made in the manner described in Section 7.1, and shall be subject to
the terms thereof.
|
|
Section 4.3
|
Cancellation of
Definitive Bonds
|
All
Definitive Bonds when paid, whether at maturity or upon redemption, shall be
delivered to the Fiscal Agent, and, if not already cancelled, shall be promptly
cancelled and delivered or disposed of upon a Direction of the
State.
ARTICLE V
Redemption
at Option of the State
|
|
Section 5.1
|
Bonds Subject to
Redemption
|
Unless
otherwise provided in the terms of the Bonds or the applicable Supplement, the
Bonds shall be subject to redemption at the option of the State, in accordance
with the provisions of this Article V.
19
|
|
Section 5.2
|
Selection of Bonds to
Be Redeemed
|
Subject
to any further limitations set forth in the terms of the Bonds or the applicable
Supplement:
a. The Bonds shall be redeemable
as a whole, or from time to time in part, provided that redemption is made for
all Bonds of an issue bearing the same Issue Date, but for interest-bearing
Bonds, any partial redemption may be made only on an Interest Payment
Date. In case of a partial redemption of Bonds, the Bonds to be
redeemed shall not be selected by lot, but by one or more groups, each group
comprising all of the Bonds of the same issue with the same Issue
Date. No Bonds of any issue may be redeemed under this Article unless
the Bonds of such issues having all prior Issue Dates shall have been called for
redemption.
b. The Bonds shall be redeemed at
the Redemption Price.
|
|
Section 5.3
|
Designation of Bonds
to Be Redeemed
|
The
option of the State to redeem Bonds shall be evidenced by a Direction of the
State delivered to the Fiscal Agent at least 60 days prior to the redemption
date (or such shorter period as shall be acceptable to the Fiscal Agent)
specifying the redemption date, the issue and Issue Date of Bonds to be
redeemed. The Bonds to be redeemed shall be deemed to have been
designated for redemption upon the receipt by the Fiscal Agent of such Direction
of the State. No such Direction of the State may be revoked after the
first mailing of notice of redemption pursuant to Section 5.4.
|
|
Section 5.4
|
Redemption
Notice
|
Notice of
redemption shall be mailed by the Fiscal Agent in the name of the State,
first-class, postage paid, not less than 30 nor more than 60 days prior to the
redemption date to each holder of Bonds designated for redemption as such
holder’s name and address appear on the Bond Register. The notice of
redemption shall state:
20
a. The redemption
date;
b. In case all the Bonds are to
be redeemed, that all the Bonds are to be redeemed;
c. In the case of a redemption of
an issue or group thereof of Bonds, a description of the issue or group thereof
of Bonds that are to be redeemed;
d. The Redemption Price of the
Bonds to be redeemed;
e. That on the redemption date no
holder of any Bond called for redemption shall be entitled to any payment in
excess of the Redemption Price; and that on said date the Redemption Price of
the Bonds will become due and payable upon each of the Bonds called for
redemption; and
f. The place or places where any
Definitive Bonds to be redeemed are to be surrendered for payment of the
Redemption Price.
|
|
Section 5.5
|
Redeemed Bonds Due on
Redemption Date
|
Notice
having been given as aforesaid, the Bonds which are to be redeemed shall, on the
redemption date stated in such notice, become due and payable at the Redemption
Price therein specified. Unless the Redemption Price shall not have
been deposited with the Fiscal Agent, from and after said redemption date, no
holder of any Bond called for redemption shall be entitled to any payment in
excess of the Redemption Price. On the redemption date (or, in the
case of Definitive Bonds, upon surrender of the Definitive Bonds to be redeemed
in accordance with such notice), all redeemed Bonds shall be paid by the State
at the Redemption Price. If the Redemption Price shall not be paid on
such date, then interest-bearing Bonds shall continue to bear interest at the
rate prescribed in the terms of such Bonds, and non interest-bearing Bonds shall
continue to be payable at their Maturity Amount on their maturity date, as if
such Bonds had not been called for redemption.
21
ARTICLE VI
Fiscal
Agent
|
|
Section 6.1
|
Regarding the Fiscal
Agent
|
The
acceptance of its appointment hereunder by the Fiscal Agent shall be subject to
the following terms and conditions:
a. The recitals herein and in the
Bonds shall be taken as the statements of the State and shall not be considered
as made by the Fiscal Agent.
b. Standard
Services. The Fiscal Agent shall perform the Services set
forth in this Agreement.
c. Internet
Services. The
Fiscal Agent shall make available to the State and Bondholders, through
xxx.xxxxxxxxxxxxx.xxx (“Web Site”), online access to certain Account and
Bondholder information and certain transaction capabilities (“Internet
Services”), subject to the Fiscal Agent’s security procedures and the terms and
conditions set forth herein and on the Web Site, and as further described in
Schedule A hereto. Unless arising from negligence or willful
misconduct of the Fiscal Agent, the Fiscal Agent shall not be held liable for
any failure in the operation of the Internet Services, communications or access
to software, including any malfunction, delay, inaccuracy or incompleteness of
financial information displayed in the Web Site.
d. Proprietary
Information. The State agrees that the databases, programs,
screen and report formats, interactive design techniques, software (including
methods or concepts used therein, source code, object code, or related technical
information) and documentation manuals furnished to the State by the Fiscal
Agent as part of the Services shall be under the control and ownership of the
Fiscal Agent or a third party (including its affiliates) and constitutes
copyrighted, trade secret, or other proprietary information (collectively,
“Proprietary Information”). In no event shall Proprietary Information
include any Bondholder Data, which will remain under the sole ownership of the
State. The State agrees that Proprietary Information is of
substantial value to the Fiscal Agent or other third party and will treat all
Proprietary Information as confidential in accordance with Section 9.3 of this
Agreement. The State shall take reasonable efforts to advise its
employees and agents of its obligations pursuant to this Section
6.1.d.
22
e. Third Party
Content. The Fiscal Agent may obtain certain data included in
the Services from third parties, and such third parties are solely responsible
for the contents of such data and the State agrees to make no claim against the
Fiscal Agent arising out of the contents of such data, including, but not
limited to, the accuracy thereof.
f. The Fiscal Agent in acting
hereunder shall act solely as agent of the State and shall not assume any
fiduciary or other relationship of agency or trust for or with any of the
holders of the Bonds; provided that with respect to the holding, investing and
returning of Deposited Cash and earnings thereon to the State, the Fiscal Agent
shall act as a trustee for the benefit of the State. The Fiscal Agent
with respect to any matter for which no provision is made herein may rely on
instructions, not inconsistent with the provisions hereof, contained in a
Direction of the State. Upon written request of the Fiscal Agent, the
State shall clarify any such instructions which the Fiscal Agent finds
unclear. The Fiscal Agent shall not be obligated, however, to comply
with any instructions of the State, if such compliance would, in its opinion
evidenced in a written detailed statement provided to the State, involve it in
unreasonable risk or liability, unless the Fiscal Agent is indemnified to its
reasonable satisfaction.
g. The Fiscal Agent shall not be
required to perform any services or be subject to any duties, except as
expressly provided herein or in Direction of the State or as reasonably relates
to its duties.
23
h. The Fiscal Agent may act upon
any document reasonably believed by it in good faith to be genuine and to be
signed by the proper party or parties, including without limitation with respect
to (i) the transfer of Bonds in accordance with Section 2.4 hereof pursuant to a
Direction of the State or on the basis of written representations of transferors
as to the matters set forth in Section 2.4, or (ii) the purchase of Bonds by the
State on the basis of a written instrument of transfer in accordance with
Section 2.5 hereof.
i. The Fiscal Agent shall not be
liable to the State or the Financial Corporation in connection with rendering
services hereunder, except for its negligent act or omission, willful
misconduct, breach of the provisions of this Agreement or failure to comply with
any laws, rules and/or regulations applicable to the Fiscal Agent (including,
without limitation, regulations of the SEC). The Fiscal Agent makes
no representation as to the validity of this Agreement or as to the security
afforded hereby or as to the validity of the Bonds issued
hereunder.
j. The State will pay to the
Fiscal Agent the
fees and out-of-pocket expenses for Services performed pursuant to this
Agreement as set forth in a fee letter, to be mutually agreed by the parties
(the “Fee Letter”), for the Term of this Agreement (as defined in Section 9.12
herein).
k. The State agrees to pay all fees and
reimbursable expenses within 30 days of the date of the respective billing
notice, except for any fees or expenses that are subject to good faith
dispute. In the event of such dispute, the State must promptly notify
the Fiscal Agent of such dispute and may only withhold that portion of the fee
or expense subject to such dispute. The State shall settle such
disputed amounts within five (5) business days of the date on which the parties
agree on the amount to be paid by payment of the agreed amount. If no
agreement is reached, then such disputed amounts shall be settled as may be
required by law or legal process.
24
l. The State agrees to indemnify
and save harmless the Fiscal Agent against and from: (i) any and all losses,
claims, costs, charges, reasonable counsel fees and expenses, payments, expenses
and liability or damages (collectively, “Losses”) which it may incur or sustain
in good faith, except for (x) acts or omissions proximately resulting in Losses
involving negligence, willful misconduct or breach of the provisions of this
Agreement, (y) any claims brought by the State against the Fiscal Agent or by
the Fiscal Agent against the State, or (z) a failure of the Fiscal Agent to
comply with laws, rules and/or regulations applicable to the Fiscal Agent; (ii)
all actions of the Fiscal Agent or its agents or subcontractors required to be
taken pursuant to this Agreement provided such actions are taken in good faith
and without negligence or willful misconduct; (iii) the reasonable reliance on
or use by the Fiscal Agent or its agents or subcontractors of any (1)
information records, data, and documents which have been prepared and/or
maintained by the State or any other person or firm on behalf of the State,
including any former fiscal agent, transfer agent or registrar, and provided to
the Fiscal Agent or its agents or subcontractors; (2) paper or document
reasonably believed to be genuine and to have been signed by the proper person
or persons, including Bondholders and their authorized agents or representatives
(e.g., power of
attorney); and (3) electronic instructions from the State or Bondholders and
their authorized agents or representatives (e.g., power of attorney)
submitted through Internet Services or any other electronic means pursuant to
security procedures established by the Fiscal Agent; (iv) the negotiation and
processing of all checks, including checks that are tendered to the Fiscal Agent
for the purchase of Bonds, without negligence or willful misconduct; and (v) the
recognition, acceptance, or processing by the Fiscal Agent of bond certificates
which are reasonably believed to bear the proper manual or facsimile signatures
of officers of the State, and the proper countersignature of any former fiscal
agent or transfer agent or registrar, or of a co-fiscal agent or co-transfer
agent or a co-registrar.
25
m. The Fiscal Agent may employ
and consult counsel satisfactory to it, including in-house counsel, and the
opinion of such counsel shall be full and complete protection in respect of any
action taken, suffered or omitted by it hereunder in good
faith. Subject to the State’s prior written approval, such approval
not to be unreasonably withheld, the reasonable costs of such opinion of outside
counsel shall be borne by the State, in case the advice was sought with respect
to: (i) any material change in law or regulations applicable to the performance
of the Services by the Fiscal Agent under this Agreement; or (ii) any request by
the State for changes, omissions or additions to the Services provided by the
Fiscal Agent under this Agreement.
n. The Fiscal Agent shall in no
event incur any liability or responsibility to any owner of a Bond or any other
person on account of any cancellation, exchange, payment or transfer of any Bond
in accordance with a Direction of the State pursuant to Section
2.4(h).
o. The provisions of subsections
(d), (e), (g), (h) and (i) of this Section 6.1 shall survive the termination of
this Agreement, or the removal or resignation of the Fiscal Agent, as the case
may be.
p. From time to time, the State
may provide the Fiscal Agent with instructions concerning the
Services. In addition, at any time the Fiscal Agent may apply to any
officer of the State for instruction, and may consult with legal counsel for the
State with respect to any matter arising in connection with the Services to be
performed by the Fiscal Agent under this Agreement. The Fiscal Agent
and its agents and subcontractors shall not be liable and shall be indemnified
by the State for any action taken or omitted by the Fiscal Agent in reliance
upon any instructions by a duly authorized representative of the State, or upon
the advice or opinion of such counsel. The Fiscal Agent shall not be
held to have notice of any change of authority of any person, until receipt of
written notice thereof from the State.
26
q. No provision of this Agreement
shall require the Fiscal Agent to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder
or in the exercise of its rights if it shall believe in good faith that
repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.
r. No party shall be liable for
any incidental, indirect, special or consequential damages of any nature
whatsoever, including, but not limited to, loss of anticipated profits,
occasioned by a breach of any provision of this Agreement even if apprised of
the possibility of such damages.
|
|
Section 6.2
|
Reports and Audit
Rights; Duties of Fiscal
Agent
|
a. The Fiscal Agent shall
maintain books, records, documents and other evidence of accounting procedures
and practices, which sufficiently and properly reflect all transactions and
other activities undertaken in connection with its performance under this
Agreement, in accordance with all applicable rules and regulations (including
scanning and bar-coding documents) and in a form that is accessible to the State
and the Financial Corporation, for at least ten (10) years after the transaction
date, or, if this agreement expiries or is terminated prior to that time, the
Fiscal Agent shall transfer such records to the successor fiscal agent or
otherwise at the Direction of State. Such record keeping may include
electronic form.
b. The Fiscal Agent shall provide
the State and the Financial Corporation with all the reports described in
Schedule C hereto, as well as the Fiscal Agent’s annual SAS 70 report, and any
financial or other reports, as may be reasonably requested by the State from
time to time.
c. Upon reasonable notice, the
State, the Financial Corporation and their duly authorized representatives shall
have access to the books, documents, papers, working papers, plans and records
(including computer records) of the Fiscal Agent, which relate to or pertain to
this Agreement and its performance for purposes which include, but shall not be
limited to, reviewing performance and compliance with the Agreement, and making
audit, examination, excerpts and transcripts. Such access shall also
be made available for a period of five (5) years from the resignation or removal
of the Fiscal Agent, as the case may be.
27
d. Without limitation to the
above, the State shall have the right to retain, from time to time and no more
than annually, at its cost, an independent auditor to review the Fiscal Agent’s
records relating to the Services provided hereunder. The Fiscal Agent
shall provide the auditor with full access, upon reasonable notice and at
reasonable times, to such records and cooperate with the State in order to
complete the audit in a timely and efficient manner. The State agrees
to compensate the Fiscal Agent for all out-of pocket expenses incurred in
connection with the State’s audit or exam and compensate the Fiscal Agent for
the time each of the Fiscal Agent’s employees are required to assist such exam
or audit at the time of the exam or audit; provided however at no time shall the
State be charged for the time incurred by the Fiscal Agent’s (x) account
management (including all personnel regularly involved in servicing the State’s
accounts), or (y) internal audit employees.
e. The Fiscal Agent shall convene
management meetings with the State and the Financial Corporation which will be
held at least quarterly.
f. The Fiscal Agent shall
promptly notify the State and the Financial Corporation regarding any material
issues encountered with Bondholders or any problematic or questionable
transactions (for example, transactions involving incorrect paperwork, missing
documentation, duplications, etc).
g. The Fiscal Agent shall carry
out all acts as may be necessary to give effect to the terms of the Bonds with
respect to payment, transfer, validation, registration, cancellation and
replacement, including (i) retaining all forms or appropriate tax certification
provided by or on behalf of the Bondholders necessary to exempt such Bondholders
from withholding tax under the Code, (ii) preparing and mailing to Bondholders
and (iii) filing with the U.S. Internal Revenue Service applicable forms or
reports with respect to any payments made by the Fiscal Agent hereunder. The
Fiscal Agent shall withhold and remit any withholding tax required to be
withheld from any payments to Bondholders who have not supplied the required
certification specified in clause (i) above.
28
|
|
Section 6.3
|
Account
Manager
|
The
Fiscal Agent shall appoint an individual, reasonably satisfactory to the State
and the Financial Corporation, who will be the Account Manager for the State
account. The Fiscal Agent’s Account Manager will be the principal
point of contact for the State and the Financial Corporation concerning the
Fiscal Agent’s performance hereunder. The Fiscal Agent’s Account
Manager will also serve as the focal point for business and operational matters,
support coordination, and administrative activities and will be responsible for
the immediate and prudent resolution of any and all issues arising out of the
performance of this Agreement or due to any change in applicable
regulations. The Fiscal Agent shall notify the State in writing when
there is a change in staffing and a new Account Manager is
assigned.
|
|
Section 6.4
|
Resignation or Removal
of Fiscal Agent
|
The
Fiscal Agent may at any time resign by giving to the State notice of such
resignation in the manner hereinafter provided. The Fiscal Agent may
be removed at any time by the delivery to the Fiscal Agent of a Direction of the
State. The Direction of the State shall specify if the removal is for
all outstanding and future issues, for certain outstanding issues and not for
others, or for future issues only. Such resignation or removal shall
take effect upon the appointment by the State, as hereinafter provided, of a
successor fiscal agent. During the period until such resignation or
removal shall take effect, the Fiscal Agent shall continue to be subject to its
duties hereunder and provide the State with uninterrupted services for the same
compensation as in effect prior to such notice of resignation or removal by a
Direction of the State. In addition, the Fiscal Agent shall provide
the State and any successor fiscal agent with assistance and support during a
transitional period, as provided in Section 6.7 below. Except for any
transitional fees pursuant to Section 6.6 below, the Fiscal Agent shall not be
entitled to any fees after the effective date of the Resignation or
Removal.
29
|
|
Section 6.5
|
Appointment of
Successor Fiscal Agent
|
If at any
time the Fiscal Agent shall resign or be removed or become unable to act as
Fiscal Agent, the State will appoint a successor fiscal agent
hereunder. Such appointment shall be evidenced by a Direction of the
State delivered to the new fiscal agent. The State shall give notice
to the retiring Fiscal Agent of such appointment before such appointment shall
become effective. The State shall also give notice of such
appointment to Bondholders by appropriate means determined by the State, but the
failure to give such notice shall not affect the sufficiency of such
appointment. Until the appointment of a successor fiscal agent has
become effective, the retiring Fiscal Agent shall continue to perform its duties
hereunder for the same compensation as in effect at that time. After
the appointment of a successor fiscal agent has become effective, the retiring
Fiscal Agent shall, subject to the provisions of Section 6.7 below, cease to act
as such hereunder, and upon payment of its compensation and expenses then
unpaid, shall deliver and pay over to its successor any and all monies and other
property then in its possession hereunder as such Fiscal Agent. If a
notice of the appointment of a successor fiscal agent shall not have been
delivered to the retiring Fiscal Agent within six months after giving of such
notice of resignation, the resigning Fiscal Agent may petition any court of
competent jurisdiction for the appointment of a successor fiscal
agent. In the event such court of competent jurisdiction refuses to
appoint a successor fiscal agent, the Fiscal Agent may resign, effective
immediately.
30
Any
corporation into which the Fiscal Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to
which the Fiscal Agent shall be a party or any corporation to which all the
business and assets of the Fiscal Agent may be transferred shall be a successor
fiscal agent hereunder without further act.
|
|
Section 6.6
|
Transitional
Period
|
In the
event of resignation or removal of the Fiscal Agent, the Fiscal Agent shall
fully cooperate with the State and the successor fiscal agent and take all
reasonable and prudent measures to facilitate an orderly transition of its
duties hereunder, including without limitation, with respect to the conversion
and transfer of records (paper and electronic) and customer
support. The State shall pay the Fiscal Agent for services provided
in such transitional period a fee mutually agreed upon by the parties, provided
however that such fee shall not exceed the compensation in effect prior to the
resignation or removal.
|
|
Section 6.7
|
Adoption of
Countersignature
|
Any
successor fiscal agent may adopt the countersignature of any predecessor Fiscal
Agent or may countersign Definitive Bonds in the name of any predecessor Fiscal
Agent or in its name and may deliver Definitive Bonds so countersigned, all with
like effect as if Bonds so countersigned had been countersigned and delivered by
the predecessor Fiscal Agent.
ARTICLE VII
Procedure
for Payment of Principal, Interest or Maturity Amount
|
|
Section 7.1
|
Monies Deposited for
Payment of Principal, Interest or Maturity
Amount
|
a. Whenever the State desires to
or is required to deposit monies with the Fiscal Agent for application to the
payment of the principal or Maturity Amount of, or interest, if any, on the
Bonds or in connection with any redemption of Bonds, the State shall deposit
with the Fiscal Agent, in accordance with Section 4.1, an amount of money
sufficient for said purpose or purposes (the monies so deposited under this
paragraph being hereinafter called “Deposited Cash”).
31
b. All Deposited Cash held by the
Fiscal Agent for the purpose or purposes of paragraph (a) of this Section 7.1
shall be held subject to the right of the State to require that such Deposited
Cash be paid upon the Direction of the State in accordance with Section 7.3.b
hereof.
c. Any Deposited Cash remaining
unclaimed at the end of six months after such monies shall have become due and
payable in accordance with the terms and conditions of the Bonds, including,
without limitation, Deposited Cash covered by outstanding checks that were
issued by the Fiscal Agent to Bondholders and which remain uncashed for over six
months for any reason whatsoever, shall then be promptly, and without demand
from the State, paid to the State, and upon such payment any obligation of the
Fiscal Agent with respect thereto shall cease. Compliance with any unclaimed
property or escheatment legislation which may require payment or reporting to
any state, governmental authority or otherwise prior to or following payment to
the State after such six month period, shall be the sole responsibility of
the State. Nothing contained in this Section 7.1.c shall affect the rights of
the Bondholders to make demand upon the State for any monies as may be due them;
and, in such event, payment shall be made by the Fiscal Agent, with funds
provided to the Fiscal Agent by the State, and such payment to Bondholders shall
be made at a corporate trust office of the Fiscal Agent in Canton,
Massachusetts.
|
|
Section 7.2
|
Investment of
Deposited Cash
|
a. Any Deposited Cash held by the
Fiscal Agent, until required for payment to Bondholders in accordance with this
Agreement or required to be remitted to other Paying Agents in accordance with
Section 7.3.b, including, without limitation, Deposited Cash covered by
outstanding checks that were issued by the Fiscal Agent to Bondholders and not
yet cashed, shall be held in trust for the benefit of the State by the Fiscal
Agent and be invested or reinvested in a Trust Account of the Fiscal Agent
unless the Fiscal Agent is otherwise directed, as evidenced by a Direction of
the State, to invest such funds in direct obligations of the United States of
America (“Government Securities”) or in time deposits with such bank as may be
determined by the State and the Fiscal Agent.
32
b. Whenever, in the opinion of
the Fiscal Agent, funds are needed for payment to Bondholders in accordance with
the provisions of this Agreement or for remittance to other Paying Agents, if
any, in accordance with a Direction of the State as provided in Section 7.3.b,
the Fiscal Agent shall withdraw from the Trust Account, or if Deposited Cash is
invested in Government Securities or time deposits, shall sell such Government
Securities or time deposits, as in its judgment will make available sufficient
Deposited Cash to effect payments to Bondholders upon presentation of Bonds, or
to effect such remittances to other Paying Agents and add to Deposited Cash the
proceeds of any such sale of Government Securities or time deposits, including
any interest or profit realized thereon. If at any time additional
Deposited Cash is needed for payment to Bondholders or to effect remittances to
other Paying Agents and it is not available from the Trust Account, sales of
Government Securities or maturing time deposits, the Fiscal Agent shall notify
the State of the amount of additional funds so required and the time when
required, and the State shall deposit with the Fiscal Agent within the time
required the additional funds in the amount specified in such
notice. The State may, by a Direction of the State, require the
Fiscal Agent to, from time to time, pay over to the State from Deposited Cash
such Deposited Cash which is not needed for payment to Bondholders or for
remittances to other Paying Agents.
33
c. The Fiscal Agent shall restore
to Deposited Cash out of compensation earned or interest or other profit
realized upon any investment of Deposited Cash permitted by this Agreement an
amount equal to any loss of principal incident to the sale or redemption of any
Government Securities or time deposits for a sum less than the amount paid
therefor.. In the event no such compensation, interest or profit is
available to make up any such loss, the State will pay an amount equal thereto
to the Fiscal Agent upon request.
d. Deposited Cash held in a Trust
Account shall earn compensation at the rate set forth in the Fee Letter, for the
benefit of the State. Any compensation earned on Deposited Cash held in a Trust
Account shall, on the first Business Day following any month in which such
Deposited Cash is held in the Trust Account, be transferred by the Fiscal Agent
to an account designated by the State. Any interest or other profit
realized upon any investment of Deposited Cash in Government Securities and time
deposits shall, on the day the given investment matures, be transferred by the
Fiscal Agent to an account designated by the State.
e. The Fiscal Agent shall not be
liable for any loss upon any investment permitted by this Section 7.2 or to
obtain or pay any particular rate of interest on any investment in Government
Securities.
f. Subject to the provisions of
Section 7.2.d. herein, the State acknowledges that the Trust Accounts maintained
by the Fiscal Agent in connection with the Services will be in the name of CI in
trust for the State, and that CI may receive investment earnings in excess of
the amount of compensation payable to the State pursuant to Section 7.2.d.
hereof, in connection with the investment, at CI’s risk and for its benefit of
funds held in those accounts from time to time.
34
|
|
Section 7.3
|
Additional Paying
Agents
|
a. The State may from time to
time, by a Direction of the State, designate one or more financial institutions
as agents of the State for the payment of the principal or Maturity Amount of,
or interest, if any, on the Bonds or in connection with any redemption of Bonds
(“Paying Agents”) and any funds deposited with such Paying Agents shall be held
by them subject to the applicable provisions of this Agreement. Any
Paying Agent may be removed at any time by delivery to it of a Direction of the
State. Upon its resignation or removal, a Paying Agent shall promptly
account for and return to the Fiscal Agent all funds held by it for payment to
Bondholders in accordance with the provisions of this Agreement.
b. From Deposited Cash held by
it, the Fiscal Agent shall remit to Paying Agents designated by the State such
sums as shall be specified from time to time in Directions of the State for the
purposes set forth in such Directions. From and after its remittance
to Paying Agents in accordance with such Direction of the State, the Fiscal
Agent shall have no responsibility or obligation to the State, any Bondholder or
other person with respect to the funds so remitted. Any funds
returned by a Paying Agent to the Fiscal Agent in accordance with subparagraph
(a) of this Section 7.3 shall be held by it subject to all of the applicable
provisions of this Agreement.
ARTICLE VIII
Representations
and Warranties
a. Each of CI and CTCNA, jointly
and severally, represents and warrants to the State that:
b. Governance. CTCNA
is a federally chartered trust company duly organized, validly existing, and in
good standing under the laws of the United States and CI is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware, and each has full power, authority and legal right to execute, deliver
and perform this Agreement.
35
c. Compliance with
Laws. The execution, delivery and performance of this
Agreement by the Fiscal Agent has been duly authorized by all necessary action
and constitutes the legal, valid and binding obligation of the Fiscal Agent
enforceable against the Fiscal Agent in accordance with its terms and will not
violate, conflict with or result in the breach of any material term, condition
or provision of, or require the consent of any other party to (i) any existing
law, ordinance, or governmental rule or regulation to which the Fiscal Agent is
subject, (ii) any judgment, order, writ, injunction, decree or award of any
court, arbitrator or governmental or regulatory official, body or authority
applicable to Fiscal Agent, (iii) Fiscal Agent’s incorporation documents or
by-laws, or (iv) any material agreement to which Fiscal Agent is a
party.
a. The State represents and
warrants to the Fiscal Agent that:
b. Compliance with
Laws. The execution, delivery and performance of this
Agreement by the State has been duly authorized by all necessary action and
constitutes the legal, valid and binding obligation of the State enforceable
against the State in accordance with its terms.
c. Securities Act of
1933. With respect to Bonds to be held in the United States, a
registration statement under the 1933 Act has been filed and is currently
effective, or will be effective prior to the sale of any Bonds, and will remain
so effective, and all appropriate state securities law filings have been made
with respect to all Bonds being offered for sale except for any Bonds which are
offered in a transaction or series of transactions which are exempt from the
registration requirements of the 1933 Act and state securities laws; the State
will immediately notify the Fiscal Agent of any information to the
contrary.
36
ARTICLE IX
Miscellaneous
Provisions
a. When, pursuant to any of the
provisions of this Agreement, any notice or other communication is required or
permitted to be given or sent by any party to any other, the same shall be
deemed sufficiently given or sent if given or sent in writing as
follows:
b. To the State, by delivering
the same to the Chief Fiscal Officer of the Ministry of Finance for the Western
Hemisphere, as representative of the State, at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (or at such other address as may be given to the Fiscal Agent and the
Financial Corporation by notice in writing), or by mailing the same by
registered mail in the United States, postage prepaid, addressed to the State at
the said address;
c. To the Fiscal Agent, by
delivering the same to it, at its principal corporate trust office at 000 Xxxxxx
Xx., Xxxxxx, XX 00000 (or such other address as may be given to the State and
the Financial Corporation by notice in writing), postage prepaid;
and
d. To the Financial Corporation,
by delivering the same to Development Corporation for Israel, at 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, attention: Chief Financial
Officer (or at such other address as may be given to the State and the Fiscal
Agent by notice in writing), or by mailing the same by registered mail in the
United States, postage prepaid, addressed to the Financial Corporation at its
said address.
e. A copy of each Direction of
the State of any character, and of any request by any Bondholder for inspection
pursuant to this Section, delivered to the Fiscal Agent, shall be furnished
simultaneously to the Financial Corporation.
37
|
|
Section 9.2
|
Amendments and
Waivers
|
a. This Agreement may be amended
by mutual consent of the parties hereto, provided that in the judgment of the
State and the Fiscal Agent, any such amendment does not materially and adversely
affect the interests of any Bondholders. No amendment of any
provision of this Agreement shall be valid unless made in writing and signed by
the State and the Fiscal Agent. No delay or failure on the part of
any party in exercising any right or remedy hereunder, or at law or at equity,
shall operate as a waiver of or preclude the exercise of such right or remedy or
of any other right or remedy. No waiver by any party shall be
effective unless in writing signed by such party. A waiver on any one
occasion shall not be construed as a waiver of any such right or remedy on any
prior or subsequent occasion.
|
|
Section 9.3
|
Confidentiality
|
a. The Fiscal Agent may, in the
course of performing the Services hereunder, have in its possession information
relating to financial, accounting and investment matters of the State, the
Financial Corporation and Bondholders, including any information (whether
financial or administrative) concerning the holders and holdings of purchasers
of securities issued by the State. All such information (except
information publicly available from another source) is confidential and unless
permitted pursuant to a Direction of the State, the Fiscal Agent shall not
disclose such information, directly or indirectly, to any party, its counsel or
any representatives, or use it in any way, except (a) for the performance of the
Services hereunder, or (b) as required by applicable law or
regulation.
b. The State agrees to keep to
the same extent of confidence the Fiscal Agent’s Proprietary Information, and
not disclose such information, directly or indirectly, to any party, its counsel
or any representatives, or use it in any way, except (a) for the performance of
this Agreement, or (b) as required by applicable law, regulation or public
policy.
38
|
|
Section 9.4
|
Subcontract and
Assignment
|
a. Except as otherwise provided
in this Agreement, the Fiscal Agent shall not subcontract or assign any of its
obligations under this Agreement without the prior written consent of the
State.
b. The Fiscal Agent may provide
for part of the Services under this Agreement to be provided by its affiliates,
as long as the Fiscal Agent remains at all times responsible for the performance
of such Services. Subject to the State’s prior written approval, the
Fiscal Agent may subcontract part of the Services under this Agreement to
non-affiliates, in such case the Fiscal Agent shall provide the State with a
prior written notice, describing (i) the legal name of the non-affiliate, and
(ii) the nature and scope of the Services to be subcontracted, including whether
or not such services will include any access to Bondholder Data. The
Fiscal Agent shall remain at all times responsible for the performance of any of
its affiliates, non-affiliates or subcontractors as provided in this Section
9.4.b., and to ensure that all requirements of the Agreement are completed,
including without limitation, obtaining confidentiality agreements from all
non-affiliates or subcontractors, requiring them to treat all Bondholder Data as
confidential consistent with Section 9.3 of this Agreement.
c. Unaffiliated Third
Parties. Nothing herein shall impose any duty upon the Fiscal
Agent in connection with or make the Fiscal Agent liable for the actions or
omissions to act of unaffiliated third parties (other than subcontractors
referenced in b. above) such as, by way of example and not limitation, airborne
services, delivery services, the U.S. mails, and telecommunication companies,
provided, if the Fiscal Agent selected such company, the Fiscal Agent exercised
due care in selecting the same.
39
a. The Fiscal Agent shall not
advertise or publish information concerning this Agreement or the relationship
hereunder in any form or media without prior written consent from the
State.
|
|
Section 9.6
|
Other Fiscal
Agents
|
a. The appointment of the Fiscal
Agent hereunder shall not be deemed exclusive, and nothing contained herein
shall limit the right of the State to appoint other Fiscal Agents for the
issuance of securities or financial instruments including the
Bonds.
|
|
Section 9.7
|
Existing Fiscal Agency
Agreements
|
a. The State hereby appoints the
Fiscal Agent and the Fiscal Agent accepts the appointment as successor fiscal
agent under each of the Fiscal Agency Agreements enumerated in Schedule D
hereto. Each of such Fiscal Agency Agreements is amended and replaced
in its entirety by this Agreement and the supplements listed in schedule D
(copies of which shall be provided to the Fiscal Agent upon its
request). Notwithstanding Section 9.6 above the Fiscal Agent shall
remain the Fiscal Agent for the Fiscal Agency Agreements in Schedule D unless
this Agreement is terminated by the State under Section 9.12 b.
below.
|
|
Section 9.8
|
Force
Majeure
|
a. The Fiscal Agent shall not be
responsible or liable for any failure or delay in the performance of its
obligations under this Agreement arising out of or caused by circumstances
beyond its reasonable control, including without limitation, acts of God;
earthquakes; fires; floods; wars; civil or military disturbances; sabotage;
epidemics; riots; interruptions, loss or malfunctions of utilities,
transportation or communications service; accidents; labor disputes; acts of
civil or military authority; governmental actions, or inability to obtain labor,
material, equipment or transportation.
40
|
|
Section 9.9
|
Entire
Agreement
|
a. This
Master Fiscal Agency
Agreement consists of the following documents, which are attached and made a
part of this Agreement, and together constitute the entire agreement between the
parties:
(i) This Agreement, together with
its Schedules.
(ii) The applicable Supplement
and such Supplement’s exhibit(s).
b. This Agreement supersedes any
prior understanding, agreements or representations by or between the parties
regarding the subject matter hereof, written or oral. Nothing
contained herein is intended to affect the rights of any Bondholders with
respect to any Bonds outstanding on the date hereof; provided, that if any
provision of this Agreement is determined to materially and adversely affect the
interests of any such Bondholder, then such provision shall be of no effect with
respect to such Bondholders, and the applicable provisions of the Fiscal Agency
Agreement with respect to such Bonds, as it existed immediately prior to the
execution hereof, shall continue to apply.
|
|
Section
9.10
|
Governing
Law
|
a. This Agreement has been
executed and delivered in New York, New York, and is made pursuant to, and shall
in all respects be governed by, and construed in accordance with, the laws of
the State of New York without regard to principles of conflicts of
law. The parties agree that all actions and proceedings arising out
of this Agreement or any of the transactions contemplated hereby, shall be
brought in the United States District Court for the Southern District of New
York or in a New York State court in the County of New York and that in
connection with any such action or proceeding, submit to the jurisdiction of and
venue in such court. Each of the parties hereto also irrevocably
waives all right to trial by jury in any action, proceeding or counter claim
arising out of this Agreement or the transactions contemplated
hereby. In respect of any proceedings which may be brought under this
Agreement, Israel irrevocably agrees not to assert the defense of immunity on
the grounds of sovereignty or otherwise from jurisdiction.
41
|
|
Section
9.11
|
Counterparts
|
a. This Agreement may be executed
in several counterparts, each of which so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
|
|
Section
9.12
|
Term and
Termination
|
a. Term; Appointment
Date. This Agreement shall come into full force and effect as
of the date hereof, except for the appointment of Computershare as the Fiscal
Agent, which shall only commence upon the conclusion of the transition period
from the current fiscal agent appointed by the State (the “Appointment Date”),
as shall be separately confirmed in writing by a Direction of the State or
otherwise. From the date hereof until the Appointment Date, the Fiscal Agent
will use its best efforts to assist and cooperate in the
transition. The State shall pay the Fiscal Agent all fees and
payments provided for in the Fee Letter commencing on the Appointment
Date. The Agreement will have a term of ten (10) years beginning on
the Appointment Date, and will be renewable for an additional period at the
discretion of the State.
b. Termination. This
Agreement may be terminated:
(i) by the State, at any time, by
providing the Fiscal Agent with a six (6) months prior written
notice;
(ii) by any party, upon a
material breach of a representation, covenant or term of this Agreement by any
other party, which is not cured within a period not to exceed thirty (30) days
after the date of written notice thereof.
42
c. Early
Termination. Notwithstanding anything herein to the contrary,
should the State terminate this Agreement prior to the expiration of the Term,
for any reason, the State shall pay to the Fiscal Agent (i) the fees and
expenses incurred as of the termination date, (ii) conversion costs and expenses
incurred by the Fiscal Agent’s compliance with Section 6.6 of this Agreement,
and (iii) a fixed amount mutually agreed by the parties in accordance with the
Fee Letter, for each year remaining (pro-rated on a monthly basis for any period
less than one year) from the termination date until the end of the Term, to be
paid by the State in one (1) payment, upon demand by the Fiscal Agent but only
after the full and successful completion of the transition of the Fiscal Agent’s
services and duties, including conversion and transfer of all records and data,
to the successor fiscal agent designated by the State. If the State
does not provide notice of early termination within the time period referenced
in Section 9.12.b. of this Agreement, the Fiscal Agent shall make a good faith
effort, but cannot guarantee, to convert the State’s records on the date
requested by the State. The amount calculable pursuant to Section
9.12.c.(iii) shall not apply if this Agreement is terminated by the State
pursuant to Section 9.12.b.(ii) of this Agreement.
Neither
this Agreement nor any rights or obligations hereunder may be assigned by the
State or the Fiscal Agent without the written consent of the other.
All the
covenants and provisions of this Agreement by or for the benefit of the State or
the Fiscal Agent shall bind and inure to the benefit of their respective
successors and permitted assigns hereunder.
43
|
|
Section
9.15
|
Severability
|
If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provision, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
|
|
Section
9.16
|
Third Party
Beneficiaries
|
The
provisions of this Agreement are intended to benefit only Fiscal Agent, the
State and their respective permitted successors and
assigns. No rights shall be granted to any other person by virtue of
this Agreement, and there are no third party beneficiaries hereof.
All
provisions regarding indemnification, warranty, liability and limits thereon,
and confidentiality and protection of proprietary rights and trade secrets shall
survive the termination or expiration of this Agreement.
In the
event of any conflict, discrepancy, or ambiguity between the terms and
conditions contained in this Agreement and any schedules or attachments hereto,
the terms and conditions contained in this Agreement shall take
precedence.
|
|
Section
9.19
|
No Strict
Construction
|
The
parties hereto have participated jointly in the negotiation and drafting of this
Agreement. In the event any ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by all parties hereto, and no presumption or burden or proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provision
of this Agreement.
44
|
|
Section
9.20
|
Descriptive
Headings
|
Descriptive
headings contained in this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
45
IN
WITNESS WHEREOF, the State has caused this
Master Fiscal Agency Agreement to be
signed in its behalf by its Accountant General, the Chief Fiscal Officer and the
Deputy Chief Fiscal Officer of the Ministry of Finance for the Western
Hemisphere thereunto duly authorized, and the Fiscal Agent has caused this
Agreement to be signed by its duly authorized officer.
STATE OF
ISRAEL
By: /s/ Xxxxx
Xxxx
Accountant
General
By: /s/ Xxxxx
Xxxxxxxxx
Chief
Fiscal Officer of the
Ministry
of Finance for the
Western
Hemisphere
By: /s/ Xxxxx
Xxxxx
Deputy
Chief Fiscal Officer
of the
Ministry of Finance
for the
Western Hemisphere
COMPUTERSHARE
INC.
By: /s/ Xxxxxx
Xxxxxx
Global
President and CEO
COMPUTERSHARE
TRUST COMPANY, N.A.
By: /s/ Xxxxxx
Xxxxxx
Global
President and CEO
46
