Bond Trustee. (1) It is hereby acknowledged and agreed that by its execution of this Agreement the Bond Trustee shall not assume or have any of the obligations or liabilities of the Partnership or any of the Partners under this Agreement and that the Bond Trustee has agreed to become a party to this Agreement for the purpose only of taking the benefit of this Agreement, including the right of the Bond Trustee to agree to amendments to the terms hereof. For greater certainty, the parties to this Agreement acknowledge that the rights and obligations of the Bond Trustee are governed by the terms of the Trust Deed and the Security Agreement. Any liberty or right which may be exercised or determination which may be made under this Agreement by the Bond Trustee may be exercised or made in the Bond Trustee’s absolute discretion without any obligation to give reasons therefore and the Bond Trustee shall not be responsible for any liability occasioned by so acting if acting in accordance with the terms of the Trust Deed and the Security Agreement, but without prejudice to the obligation of the Bond Trustee to act reasonably.
(2) In the event that there is any change in the identity of the Bond Trustee, the Managing GP, and the Partners, if required, shall execute such documents with any other parties to this Agreement and take such actions as such new Bond Trustee may reasonably require for the purposes of vesting in such new Bond Trustee the rights of the Bond Trustee under this Agreement and under the Security Agreement and while any of the Covered Bonds remain outstanding shall give notice thereof to the Rating Agencies.
Bond Trustee. 24.1 If there is any change in the identity of the Bond Trustee in accordance with the Trust Deed, the Servicer, the Seller and the Guarantor shall execute such documents and take such action as the successor Bond Trustee and the outgoing Bond Trustee may reasonably require for the purpose of vesting in the successor Bond Trustee the rights and obligations of the outgoing Bond Trustee under this Agreement and releasing the outgoing Bond Trustee from its future obligations under this Agreement.
24.2 It is hereby acknowledged and agreed that by its execution of this Agreement the Bond Trustee shall not assume or have any of the obligations or liabilities of the Servicer, the Seller or the Guarantor under this Agreement and that the Bond Trustee has agreed to become a party to this Agreement for the purpose only of taking the benefit of this Agreement and agreeing to amendments to this Agreement pursuant to Section 26. For the avoidance of doubt, the parties to this Agreement acknowledge that the rights and obligations of the Bond Trustee are governed by the Trust Deed and Security Agreement. Any liberty or right which may be exercised or determination which may be made under this Agreement by the Bond Trustee may be exercised or made in the Bond Trustee’s absolute discretion without any obligation to give reasons therefore and the Bond Trustee shall not be responsible for any liability occasioned by so acting if acting pursuant to Section 18 of the Trust Deed without prejudice to its obligation to act reasonably where so required pursuant to the terms of the Transaction Documents.
Bond Trustee. (a) If there is any change in the identity of the Bond Trustee, the parties to this Agreement shall execute such documents and take such action as the successor Bond Trustee and the outgoing Bond Trustee may reasonably require for the purpose of vesting in the successor Bond Trustee the rights and obligations of the outgoing Bond Trustee under this Agreement.
(b) The Bond Trustee has agreed to become a party to this Agreement for the better preservation and enforcement of its rights under this Agreement but shall have no responsibility for any of the obligations of, nor assume any liabilities to, the Seller or the Guarantor hereunder. For the avoidance of doubt, the parties to this Agreement acknowledge that the rights and obligations of the Bond Trustee are governed by the Trust Deed and the Security Agreement. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Bond Trustee may be exercised or made in the Bond Trustee’s absolute discretion without any obligation to give reasons therefor and the Bond Trustee shall not be responsible for any liability occasioned by so acting, if acting in accordance with the terms of the Trust Deed and the Security Agreement, but without prejudice to the obligation of the Bond Trustee to act reasonably.
Bond Trustee. (a) The Parent and Smurfit Kappa Funding will each procure that, if the Bond Trustee ceases to act as trustee for any reason in relation to any Cash Pay Securities, any successor or other person which is appointed or acts as trustee in relation to those Cash Pay Securities (a “Replacement Bond Trustee”) will become party to this Deed as the Bond Trustee by executing and delivering to the Security Agent a Deed of Accession in form and substance satisfactory to the Security Agent acting reasonably.
(b) The Bond Trustee (on behalf of the Securities Creditors) by its execution of this Deed, and any Replacement Bond Trustee (on behalf of the Securities Creditors) by its execution of a Deed of Accession to this Deed, acknowledges and agrees as follows:
(i) that to the extent and in the manner set out in any of the indentures (as supplemented and amended from time to time) (the “Indentures”) under which the Cash Pay Securities are issued, the payment of all Senior Subordinated Guarantee Debt is expressly made subordinate to and subject in right of payment to the prior payment in full in cash of all Senior Debt and Hedging Debt;
(ii) that the Senior Debt and Hedging Debt each qualify as “Senior Debt” for the purposes of and as such term is defined in the Indentures;
(iii) that the Senior Creditors and the Hedging Banks are entitled to rely on and enforce (A) the subordination provisions contained in the Indentures and (B) the provisions in the Indentures restricting the circumstances in which a demand may be made under the Senior Subordinated Guarantee; and
(iv) that it accepts any Transfer Certificate, Accession Deed or Deed of Accession and the accession by the relevant parties to such agreements to this Deed in the capacity described therein. For the avoidance of doubt, the Bond Trustee or a Replacement Bond Trustee (as the case may be) hereby waives any right to approve, or of objection to, the accession or identity of such persons and confirms that it hereby waives any obligation on the part of a party to procure the Bond Trustee’s or the Replacement Bond Trustee’s (as the case may be) counter-signature or acceptance of any such Transfer Certificate, Accession Deed or Deed of Accession.
Bond Trustee. For a description of the duties and the immunities and rights of the Bond Trustee under the Indenture, reference is made to the Indenture, and the obligations of the Bond Trustee to the Holder hereof are subject to such immunities and rights.
Bond Trustee. (i) If a book-entry depository administered by the Depository Trust Company or any successor or nominee thereto (the "Depository") is in use pursuant to the Bond Indenture, the Bond Trustee shall notify the Depository (in a form acceptable to the Depository for such notice) of the principal amount(s) of the Bonds which are to become Pledged Bonds prior to or concurrently with its receipt from the Bank of a federal funds tracking number for a wire transfer in payment of a drawing under the Letter of Credit to purchase such Bonds. Said notice shall further instruct the Depository to record in its system a corresponding increase in the principal amount of the Bonds credited to the account of the Bond Trustee as the agent and bailee of the Bank or such other Person identified by the Bank (through notice to the Bond Trustee and the Pledgors) as the entity which should hold Pledged Bonds in a book-entry system (the Bond Trustee or such other Person, the "Bank's DTC Participant"). Concurrently with the delivery of such notice to the Depository, the Bond Trustee shall provide a copy of such notice to the Bank and the Pledgors. The Bond Trustee and the Pledgors shall provide the Bank with any confirmation or like notice received by any of them from the Depository evidencing the Depository's compliance with the instructions.
(ii) Whenever a book-entry depository is in use pursuant to the Bond Indenture and Pledged Bonds are held on behalf of the Bank by the Bank's DTC Participant, the Bank shall have the right to obtain a separate bond certificate to evidence the Pledged Bonds, and upon request by the Bank, the Pledgors will cause the Bond Trustee to authenticate and deliver such certificate, and such certificate shall be deposited with the Depository or delivered to the Bank or a Person designated by the Bank, as the Bank shall direct.
(iii) If a book-entry depository ever ceases to be in use with respect to the Bonds, the Bond Trustee and the Pledgors each hereby agree to hold any Pledged Bonds received by any of them as the Bank's agent and bailee and to make a notation in its respective records with respect to the Pledged Bonds. Upon request of the Bank, each of the Bond Trustee and the Pledgors will deliver all or a portion of such Pledged Bonds to the Bank or to such Person as the Bank may direct without termination of this Pledge Agreement.
(iv) Except at the written direction of the Bank, the Bond Trustee shall not enter into any agreement other than this Pl...
Bond Trustee. 19.1 The role and authority of the Bond Trustee
(a) The Bond Trustee shall monitor the compliance by the Issuer of its obligations under this Bond Agreement and applicable laws and regulations which are relevant to the terms of this Bond Agreement, including supervision of timely and correct payment of principal or interest, (however, this shall not restrict the Bond Trustee from discussing matters of confidentiality with the Issuer), arrange Bondholders' Meetings, and make the decisions and implement the measures resolved pursuant to this Bond Agreement. The Bond Trustee is not obligated to assess the Issuer's financial situation beyond what is directly set out in this Bond Agreement.
(b) The Bond Trustee may take any step it in its sole discretion considers necessary or advisable to ensure the rights of the Bondholders in all matters pursuant to the terms of this Bond Agreement and is entitled to rely on advice from professional advisors. The Bond Trustee may in its sole discretion postpone taking action until such matter has been put forward to the Bondholders' Meeting. The Bond Trustee is not obliged to take any steps to ascertain whether any Event of Default has occurred and until it has actual knowledge or express notice to the contrary the Bond Trustee is entitled to assume that no Event of Default has occurred.
(c) The Bond Trustee may make decisions binding for all Bondholders concerning this Bond Agreement, including amendments to this Bond Agreement and waivers or modifications of certain provisions, which in the opinion of the Bond Trustee, do not materially and adversely affect the rights or interests of the Bondholders pursuant to this Bond Agreement.
(d) The Bond Trustee may reach decisions binding for all Bondholders in circumstances other than those mentioned in Clause 19.1(c) provided that prior notification has been made to the Bondholders. Such notice shall contain a proposal of the amendment and the Bond Trustee's evaluation. Further, such notification shall state that the Bond Trustee may not reach a decision binding for all Bondholders in the event that any Bondholder submits a written protest against the proposal within a deadline set by the Bond Trustee. Such deadline may not be less than five Business Days following the dispatch of such notification.
(e) The Bond Trustee may reach other decisions than set out in Clauses 19.1(c) and 19.1(d) to amend or rectify decisions which due to spelling errors, calculation mistakes, misunderst...
Bond Trustee. “Bond Trustee” shall mean U.S. Bank National Association as Trustee under that Trust Indenture by and between Bond Trustee and Subsidiary.
Bond Trustee. In the event that there is any change in the identity of the Bond Trustee or an additional Bond Trustee is appointed in accordance with the Security Agreement, as the case may be, the Cash Manager, solely in its capacity as cash manager, will execute such documents with any other parties to this Agreement and take such actions as such new Bond Trustee may reasonably require for the purposes of vesting in such new Bond Trustee the rights of the Bond Trustee under this Agreement and under the Security Agreement and while any of the Covered Bonds remain outstanding will give notice thereof to the Rating Agencies.
Bond Trustee. The Company shall not without the prior written consent of the Bank (which consent shall not be unreasonably withheld) remove, or seek to remove, the Bond Trustee. The Company shall at all times maintain a Bond Trustee pursuant to the terms of the Bond Indenture that is acceptable to the Bank.
