Common use of The Bond Trustee Clause in Contracts

The Bond Trustee. 16.1 Power to represent the Bondholders (a) By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by these Bond Terms and any other First Lien Notes Document, without any further action required to be taken or formalities to be complied with. The Bond Trustee has power and authority to act on behalf of, and/or represent, the Bondholders in all matters, including but not limited to taking any legal or other action, including enforcement of these Bond Terms, and the commencement of bankruptcy or other insolvency proceedings against the Issuer, or others. (b) The Issuer shall promptly upon request provide the Bond Trustee with any such documents, information and other assistance (in form and substance satisfactory to the Bond Trustee), that the Bond Trustee deems necessary for the purpose of exercising its and the Bondholders’ rights and/or carrying out its duties under the First Lien Notes Documents. (c) The Issuer hereby appoints the Bond Trustee and the Security Agent as representative and agent (repræsentant) for and on behalf of the Bondholders in accordance with Chapter 2a of the Danish Securities Trading Act (værdipapirhandelsloven) (as amended from time to time) and the Issuer further agrees and accepts that the Bond Trustee and the Security Agent shall act as such under Danish law. 16.2 The duties and authority of the Bond Trustee (a) The Bond Trustee shall represent the Bondholders in accordance with the First Lien Notes Documents, including, inter alia, by following up on the delivery of any Compliance Certificates and such other documents which the Issuer is obliged to disclose or deliver to the Bond Trustee pursuant to the First Lien Notes Documents and, when relevant, in relation to accelerating and enforcing the Bonds on behalf of the Bondholders. (b) The Bond Trustee is not obligated to assess or monitor the financial condition of the Issuer or any other Obligor unless to the extent expressly set out in these Bond Terms, or to take any steps to ascertain whether any Event of Default has occurred. Until it has actual knowledge to the contrary, the Bond Trustee is entitled to assume that no Event of Default has occurred. The Bond Trustee is not responsible for the valid execution or enforceability of the First Lien Notes Documents, or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the Bondholders prior to issuance of the Bonds and the provisions of these Bond Terms. (c) The Bond Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the Bondholders in all matters pursuant to the terms of the First Lien Notes Documents. The Bond Trustee may submit any instructions received by it from the Bondholders to a Bondholders’ Meeting before the Bond Trustee takes any action pursuant to the instruction. (d) The Bond Trustee is entitled to engage external experts when carrying out its duties under the First Lien Notes Documents. (e) The Bond Trustee shall hold all amounts recovered on behalf of the Bondholders in segregated accounts. (f) The Bond Trustee will ensure that resolutions passed at the Bondholders’ Meeting are properly implemented, provided, however, that the Bond Trustee may refuse to implement resolutions that may be in conflict with these Bond Terms, any other First Lien Notes Document, or any applicable law. (g) Notwithstanding any other provision of the First Lien Notes Documents to the contrary, the Bond Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation. (h) If the cost, loss or liability which the Bond Trustee may incur (including reasonable fees payable to the Bond Trustee itself) in: (i) complying with instructions of the Bondholders; or

Appears in 2 contracts

Sources: Implementation Agreement, Implementation Agreement