The Depository may terminate any Depository Agent immediately and without any prior notice upon the occurrence of any of the following events:10.1.1 the failure of the Depository Agent to perform or observe any of its duties or obligations or representations or warranties under the Depository Agent Terms within five (5) business days of any notice from the Depository to remedy such failure; or10.1.2 the voluntary liquidation of the Depository Agent otherwise than for the purpose of reconstruction or amalgamation approved by the Depository, or an Order of Court being made for its compulsory liquidation; or10.1.3 the Depository Agent entering into any composition or arrangement with its creditors; or10.1.4 the Depository Agent having a receiver or judicial manager or similar officer appointed over the whole or any part of its undertaking or its properties, revenues or assets; or10.1.5 any distress or execution being levied or enforced upon or sued out against any of the chattels or property of the Depository Agent.
10.2 Notice to Terminate
Notwithstanding Rule 10.1, the Depository may also terminate any Depository Agent, without giving any reason therefor, on giving not less than three (3) months in writing. The Depository Agent shall transfer its Deposited Securities to another Depository Agent within three (3) months of such notice of termination.
10.3 Obligations of Depository Agent
In the event that any Depository Agent is terminated for any reason whatsoever, the Depository Agent shall, as soon as possible:10.3.1 give notice of the termination to its Sub-Account Holders; and10.3.2 unless terminated under Rule 10.2, thereafter transfer the Deposited Securities of the Sub-Account Holders to such other accounts indicated by the Sub-Account Holders.
10.4 Obligations of Depository
From the effective date of termination of any Depository Agent, the Depository is not obliged to perform any of its obligations under these CDP Rules to the Depository Agent in respect of Sub-Accounts maintained with the Depository Agent.
10.5 Duties of Depository Agent
The terminated Depository Agent shall:10.5.1 pay all outstanding charges owing to the Depository;10.5.2 fulfill all outstanding obligations to the Depository, including furnishing of auditor's certificate or banker's guarantee; and10.5.3 until its termination is effective, continue to comply with the Depository Agent Terms.
10.6 Depository Agent's Outstanding Liabilities
Notwithstanding the termination, the Depository Agent shall remain liable for all outstanding liabilities incurred under the Depository Agent Terms.
10.7 Termination of Securities Account
The Depository may terminate any Securities Account on such terms that it may prescribe.