COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee that, so long as any of the Notes remains outstanding, it will: (a) subject to Clause 11(C), maintain Agents in accordance with the Conditions; (b) at all times keep and procure that its subsidiaries keep such books of accounts as may be necessary to comply with all applicable laws and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to the Trustee and any person appointed by it all public financial statements of the Issuer at all reasonable times during business hours; (c) give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action; (d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt; (e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5; (f) so far as permitted by applicable laws and regulations at all times give to the Trustee such information as it shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b)) for the purposes of the discharge of the duties and discretions vested in it under these presents or by operation of law; (g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, signed by two members of the Board of Directors certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the “Certified Date”) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Relevant Event or (if such is not the case) specifying the same; (h) so far as permitted by applicable law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests); (i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14; (j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same; (k) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange; (l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts; (m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof; (n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law); (o) request that the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent does not, on or before the due date for payment in respect of the Notes or any of them, receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such Notes; (p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions; (q) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made; (r) use reasonable endeavours to assist the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty in accordance with the terms of the Loan Agreement; (s) if payments of principal, premium, if any or interest in respect of the Notes by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordingly; and (t) without the prior written consent of the Trustee, not assign or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect of the Charged Property and the Transferred Rights) unless the assignee or transferee, as the case may be, of such rights, benefits and obligations shall have substituted, or shall substitute concurrently with such assignment or transfer, itself as the principal debtor under these presents pursuant to Clause 18.
Appears in 3 contracts
Samples: Trust Deed (Open Joint Stock Co Vimpel Communications), Trust Deed (Open Joint Stock Co Vimpel Communications), Trust Deed (Open Joint Stock Co Vimpel Communications)
COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee that, so long as any of the Notes remains outstandingoutstanding (or, in the case of paragraphs (g), (h), (l), (m), (o) and (q), so long as any of such Notes or the related Coupons remains liable to prescription or, in the case of paragraph (i), until the expiry of a period of 30 days after the Relevant Date in respect of the payment of principal in respect of all such Notes remaining outstanding at such time) it willshall:
(a) subject so far as permitted by applicable law, give or procure to be given to the Trustee such opinions, certificates, evidence and information as it shall require and in such form as it shall properly require (including, without limitation, any certificates called for by the Trustee pursuant to Clause 11(C15.1(c)) to discharge or exercise the duties, maintain Agents trusts, powers, authorities and discretions vested in accordance with the Conditionsit under these presents or by operation of law;
(b) cause to be prepared and certified by its Auditors, in respect of each financial year, accounts in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of the relevant Stock Exchange;
(c) at all times keep and procure that its subsidiaries Subsidiaries to keep such proper books of accounts as may be necessary account and allow and procure its Subsidiaries to comply with all applicable laws and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to allow the Trustee and any person appointed by it all public financial statements of the Trustee to whom the Issuer or the relevant Subsidiary (as the case may be) shall have no reasonable objection free access to such books of account at all reasonable times during normal business hours;
(cd) send to the Trustee (in addition to any copies to which it may be entitled as a holder of any securities of the Issuer) one copy in English of the Issuer’s consolidated financial statements of each financial year and notice of annual general meeting and, if so requested by the Trustee, every other document made available to its shareholders in relation to such meeting and every document issued or sent to holders of listed securities other than its shareholders (including the Noteholders) as soon as reasonably practicable after the issue or publication thereof;
(e) upon becoming aware thereof, forthwith give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant any Potential Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5Default;
(f) so far as permitted by applicable laws and regulations at all times give to the Trustee such information as it shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for i) within 7 days after demand by the Trustee pursuant to Clause 17(A)(b)) for the purposes of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, signed by two members of the Board of Directors certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the “Certified Date”) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Relevant Event or (if such is not the case) specifying the same;
(h) so far as permitted by applicable law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests);
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement therefor and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent does not, on or before the due date for payment in respect of the Notes or any of them, receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such Notes;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(q) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made;
(r) use reasonable endeavours to assist the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty in accordance with the terms of the Loan Agreement;
(s) if payments of principal, premium, if any or interest in respect of the Notes by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordingly; and
(t) without the prior written consent of the Trustee, not assign or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect of the Charged Property and the Transferred Rights) unless the assignee or transferee, as the case may be, of such rights, benefits and obligations shall have substituted, or shall substitute concurrently with such assignment or transfer, itself as the principal debtor under these presents pursuant to Clause 18.
Appears in 2 contracts
Samples: Trust Deed, Trust Deed
COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee that, so long as any of the Notes remains outstanding, it will:
(a) subject to Clause 11(C), maintain Agents in accordance with the Conditions;
(b) at all times keep and procure that its subsidiaries keep such books of accounts as may be necessary to comply with all applicable laws and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to the Trustee and any person appointed by it the Trustee all public financial statements such books of accounts of the Issuer at all reasonable times during business hours;
(c) give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times give to the Trustee such information as it shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b)) for the purposes of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, signed by two members of the Board of Directors an Authorised Signatory certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the “Certified Date”) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Relevant Event or (if such is not the case) specifying the same;
(h) so far as permitted by applicable law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests);
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors an Authorised Signatory setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accountsaccount;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent does not, on or before the due date for payment in respect of the Notes or any of them, receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such Notes;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(q) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made;
(r) use reasonable endeavours to assist the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty in accordance with the terms of the Loan Agreement;
(s) if payments of principal, premium, if any or interest in respect of the Notes by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg Ireland or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg Ireland or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordingly; and;
(t) without the prior written consent of the Trustee, not assign or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect of the Charged Property and the Transferred Rights) unless the assignee or transferee, as the case may be, of such rights, benefits and obligations shall have substituted, or shall substitute concurrently with such assignment or transfer, itself as the principal debtor under these presents pursuant to Clause 18;
(u) give or procure to be given to the Trustee such opinions, certificates, information and other evidence as the Trustee shall reasonably require and in such form as it shall require for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law;
(v) cause to be prepared and shall send to the Trustee two copies in English of every balance sheet, profit and loss account, circular, notice of general meeting and every other document issued or sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Noteholders) and its creditors as soon as practicable after the issue or publication thereof and shall cause to be prepared and shall send to the Trustee two copies in English of the audited financial accounts within 180 days of the end of the financial year;
(w) use its best endeavours to maintain the listing of the Notes on the Irish Stock Exchange or, if it is unable to do so having used its best endeavours or if the maintenance of such listing is agreed by the Trustee to be unduly onerous, and the Trustee is satisfied that the interests of Noteholders will not thereby be materially prejudiced, the Issuer will instead use all reasonable endeavours promptly to obtain and thereafter to maintain a quotation or listing of the Notes on such other internationally recognised stock exchange or exchanges or securities market or markets (being a recognised stock exchange for purposes of Irish withholding tax rules) as the Issuer may (with the approval of the Trustee) decide and shall also, upon obtaining a quotation or listing of the Notes on such other internationally recognised stock exchange or exchanges or securities market or markets, enter into a deed supplemental to this Deed to effect such consequential amendments to this Deed as the Trustee may require or as shall be requisite to comply with the requirements of any such stock exchange or securities market;
(x) not, without the prior consent in writing of the Trustee:
(i) engage in any business whatsoever, other than issuing Notes for the sole purpose of financing the Loan in accordance with the Loan Agreement, entering into related agreements and transactions and performing any act incidental to or necessary in connection with any of the foregoing and issuing further loan participation notes and/or incurring further obligations relating to such notes and making loans and entering into transactions related thereto (including derivative transactions on a limited recourse secured basis);
(ii) enter into a single, or series of, transactions (whether related or not and whether voluntary or involuntary) to sell, factor, lease, pledge, charge, assign, transfer or otherwise deal with the Loan or any Charged Property or any right or benefit either present or future arising under or in respect of a Loan Agreement or the Account or any part thereof or any interest therein, or create any mortgage, charge or other security or right of recourse in respect thereof in favour of any person other than the Security referred to in Clause 4, provided that this restriction shall not include any acts relating to the issue of further loan participation notes referred to in sub-clause x(i) above;
(iii) cause or permit the Loan Agreement or the priority of the Security created by this Trust Deed to be amended, terminated or discharged (other than as contemplated by this Trust Deed and the Conditions);
(iv) release any party to the Loan Agreement or this Trust Deed from any existing obligations thereunder or hereunder;
(v) have any subsidiaries;
(vi) consent to any variation of, or exercise any powers or give any consents or waivers pursuant to, the terms of the Agency Agreement, the Conditions, the Loan Agreement, this Trust Deed or any other agreement relating to the issue of Notes or the making of Loan or any other related transactions;
(vii) (to the extent the same is within the control of the Issuer) consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any person (other than as contemplated by the Trust Deed and the Conditions);
(viii) have any employees;
(ix) declare any dividends;
(x) purchase, own, lease or otherwise acquire any real property (including office premises or like facilities);
(y) conduct its business and affairs such that, at all times
(i) it shall maintain its registered office and head office in Ireland;
(ii) it shall hold all meetings of its board of directors in Ireland;
(iii) it shall not open any office or branch or place of business outside of Ireland; and
(iv) it shall not knowingly (except to the extent that entering into these presents, the Loan Agreement, the Agency Agreement or issuing the Notes and the performance of their terms cause it to be so resident) do anything which may result in the Issuer creating an establishment in another jurisdiction than Ireland
(z) not, without the prior consent in writing of the Trustee (which it is not obliged to give), save as contemplated in the these presents or the Agency Agreement:
(i) sell, factor, discount, transfer, assign, lend or otherwise dispose of any of its right, title or interest in or to the Charged Property nor will it create or permit to be outstanding any mortgage, pledge, lien, charge, encumbrance or other security interest over the Charged Property; or
(ii) sell, factor, discount, transfer, assign, lend or otherwise dispose of, nor create or permit to be outstanding any mortgage, pledge, lien, charge, encumbrance or other security interest over, any of its other property or assets or any part thereof or interest therein;
(aa) procure the delivery of any legal opinions required to be delivered pursuant to these presents and the Agency Agreement to be addressed to the Trustee and dated the date of such delivery, in form and content acceptable to the Trustee;
(bb) do all such things as are necessary to maintain its corporate existence;
(cc) take all steps which it reasonably believes to be necessary to ensure that (a) its “centre of main interests” (within the meaning of Council Regulation (EC), No. 134612000 on Insolvency Proceedings, which came into force on 31 May 2002 (the “EU Insolvency Regulation”)) is and remains in Ireland and (b) it does not have any “establishment” (within the meaning of the EU Insolvency Regulation) outside Ireland; and
(dd) at all times carry on and conduct its affairs in a proper and efficient manner in compliance with any requirements of law and any regulatory direction from time to time in force in the jurisdiction in which it carries on business and in compliance with its Memorandum and Articles of Association.
Appears in 2 contracts
Samples: Trust Deed (Open Joint Stock Co Vimpel Communications), Trust Deed (Open Joint Stock Co Vimpel Communications)
COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee Representative that, so long as any of the Notes remains Covered Bonds remain outstanding, it will:
(a) subject at all times carry on and conduct its affairs and procure its Subsidiaries to Clause 11(C), maintain Agents carry on and conduct their respective affairs in accordance with the Conditionsa proper and efficient manner;
(b) at all times keep and (if applicable) procure that its subsidiaries Subsidiaries to keep such proper books of accounts as may be necessary to comply with all applicable laws and so as to enable account and, following an Event of Default or a Potential Event of Default allow the financial statements of the Issuer and its subsidiaries to be prepared and make available to the Trustee Representative and any person appointed by it all public financial statements of the Representative to whom the Issuer shall have no reasonable objection free access to such books of account at all reasonable times during normal business hourshours provided that the Issuer shall not be required to make any disclosure that would breach any law, regulation or duty of confidentiality binding on it;
(c) send to the Representative (in addition to any copies to which it may be entitled as a holder of any securities of the Issuer) two copies in English of every balance sheet, income and expenditure account, profit and loss account, report, circular and notice of general meeting and every other document issued or sent to its shareholders (in their capacity as such) together with any of the foregoing, and every document issued or sent to holders of securities of the Issuer (in their capacity as such) other than its shareholders but including the Covered Bondholders, in each case as soon as practicable after the issue or publication thereof;
(d) procure that each of the Paying Agents makes available for inspection by Covered Bondholders, Receiptholders and Couponholders at its specified office copies of this Agreement (including any agreement supplemental thereto) and the latest audited balance sheet and profit and loss accounts (consolidated if applicable) of the Issuer and the Fund;
(e) give to the Representative, as soon as reasonably practicable after the acquisition or disposal of any company which thereby becomes or ceases to be a Principal Subsidiary or after any transfer is made to any Subsidiary of the Issuer which thereby becomes a Principal Subsidiary, a certificate by the Auditors of the Issuer to such effect;
(f) give to the Representative at the same time as sending to it the certificates referred to in paragraph (1) below and in any event not later than 180 days after the last day of each financial period of the Issuer, a certificate by the Auditors of the Issuer listing those Subsidiaries of the Issuer which as at such last day were Principal Subsidiaries for the purposes of Condition 10.1;
(g) promptly provide the Representative with copies of all supplements and/or amendments and/or restatements of the Programme Agreement;
(h) at all times maintain a Principal Paying Agent and Paying Agents with specified offices in accordance with the Conditions and at all times maintain any other agents required to be maintained by it by the Conditions;
(i) give notice in writing to the Trustee Representative of the occurrence of any Issuer Event of Default or Relevant Potential Issuer Event forthwith upon becoming aware thereof and of Default without waiting for the Trustee Representative to take any further action;
(dj) give notice forthwith cause to be prepared and certified by its Auditors in writing to respect of each financial period, accounts in such form as will comply with all relevant legal and accounting requirements of the Trustee country in which the Issuer is incorporated and, if it becomes aware that the legality, validity or enforceability of this Trust Deedapplicable, the Notes or requirements for the Loan Agreement is in any way challenged or contested or otherwise cast into doubttime being of the relevant Stock Exchange;
(ek) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations Representative at all times give to the Trustee such opinions, certificates, information as it shall be entitled to hereunder and in such form evidence as it shall require (including, but including without prejudice to limitation the generality procurement by the Issuer of the foregoing, all such certificates called for by the Trustee Representative pursuant to Clause 17(A)(b12.5(c)) for the purposes purpose of the discharge of the duties duties, powers, authorities and discretions vested in it under these presents this Agreement and Conditions or by operation of law;
(gl) provide give to the Trustee Representative (a) within 10 seven days of any request after demand by the Trustee Representative therefor and (b) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each financial year commencing with the financial year ending 31st December, 2007 and in any event not later than 180 days after the end of each such financial year a certificate (substantially in the English language, signed by two members form set out in Schedule 7 to this Agreement) of the Board of Directors certifying Issuer to the effect that up to as at a specified date not earlier more than seven days prior to the date of before delivering such certificate (the “Certified Date”relevant certification date) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there and has not existed at any time prior thereto since the Certified Date in respect relevant certification date of the previous such certificate (or, or in the case of the first such certificate, since certificate the date of this Trust Deedhereof) any Relevant Issuer Event of Default or Potential Issuer Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the relevant certification date of such certificate the Issuer has complied with all its obligations contained in this Agreement and the Conditions or (if such is not the case) specifying the samerespects in which it has not complied;
(hm) so far as permitted by applicable law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee Representative to give effect to the terms and conditions of these presents (including the Security Interests);
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency this Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereofConditions;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request procure that the Principal Paying Agent notifies the Trustee Representative forthwith in the event that the Principal Paying Agent it does not, on or before the due date for payment in respect of the Notes Covered Bonds or any of themthem or in respect of the Receipts (if any) and/or the Coupons (if any), receive unconditionally in the manner provided by this Agreement the full amount in the relevant currency of the moneys payable in the requisite currency on such due date on all such NotesCovered Bonds, Receipts or, as the case may be, all such Coupons;
(o) if the applicable Final Terms of a Series indicates that the Covered Bonds of that Series are to be listed on a Stock Exchange, use its best endeavours to maintain the listing of the Securities on the Stock Exchange or, if it is unable to do so having used its best endeavours or if the Representative considers that the maintenance of such listing is unduly onerous and the Representative is of the opinion that to do so would not be materially prejudicial to the interests of the Holders, use its best endeavours to obtain and maintain a quotation or listing of the Covered Bonds on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Representative) decide and shall also upon obtaining a quotation or listing of the Covered Bonds on such other stock exchange or exchanges or securities market or markets enter into an agreement supplemental to this Agreement to effect such consequential amendments to this Agreement and the Conditions as the Representative may require or as shall be requisite to comply with the requirements of any such stock exchange or securities market, provided that this covenant shall not apply to any Series of Covered Bonds issued prior to the date hereof unless and until such Covered Bonds are listed on a Stock Exchange;
(p) observe and comply with its obligations, and procure that the Principal Paying Agent and any other Paying Agents observe and comply with all their respective obligations under this Agreement and not less than modify or amend the number of days specified in same without the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice previous consent in writing of the amount of such redemption, repurchase or repayment pursuant to the ConditionsRepresentative;
(q) send to the Representative a copy of the form of any notice to be given to the Covered Bondholders in accordance with Condition 14 (Notices) and, upon publication, two copies of such notice, such notice being in the form approved by the Representative (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the FSMA of a communication within the meaning of Section 21);
(r) in the event of the unconditional payment to the Principal Paying Agent or the Trustee Representative (in any case) of any sum due in respect of principal, redemption amount, premium (if any) and/or interest on the Notes Covered Bonds of such Series or any of them being made after the due date for payment thereof, forthwith give or procure the Principal Paying Agent to give notice to the Noteholders Covered Bondholders of such Series in accordance with Condition 14 (Notices) that such payment has been made;
(rs) use reasonable endeavours give or procure that there be given notice to assist the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty Covered Bondholders in accordance with the terms of the Loan Agreement;
(s) if payments of principal, premium, if any or interest in respect of the Notes by the Issuer shall become subject generally to the taxing jurisdiction Conditions of any territory or any political sub-division or any authority therein or thereof having power to tax appointment (other than the initial appointment), resignation or removal of any Principal Paying Agent, Calculation Agent, or other Paying Agent as shown on the Covered Bonds or so published in addition to Luxembourg or any such political sub-division or any such authority therein or thereof, accordance with the Conditions as soon as reasonably practicable upon becoming aware thereof notify after having obtained (except in the Trustee case of resignation) the written approval of the Representative thereto (such approval not to be unreasonably withheld or delayed) and in any event within 14 days after such event taking effect and within 30 days of notice received from a Principal Paying Agent or other Paying Agent of a change in its specified office, give notice to the Representative and to the Covered Bondholders of such event and change PROVIDED ALWAYS THAT so long as any of the Covered Bonds, Receipts or Coupons remains liable to prescription in the case of the termination of the appointment of the Principal Paying Agent or the Calculation Agent no such termination shall take effect until a new Principal Paying Agent or Calculation Agent, (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (or, as the case may be) has been appointed on terms previously approved in writing by the Representative;
(t) in order to enable the Representative to ascertain the Principal Amount Outstanding of Covered Bonds of each Series for the time being outstanding (other than for the purpose of ascertaining the amount of Covered Bonds of each Series for the time being outstanding for the purpose of the Programme Limit), deliver to the Representative forthwith after being so requested in writing by the Representative a certificate in writing signed by two Directors of the Issuer setting out the total numbers and Principal Amount Outstanding of the Covered Bonds of each Series which up to and including the date of such certificate have been purchased by or for the account of the Issuer or any of its respective Subsidiaries, the addition to) Principal Amount Outstanding of the references therein to Luxembourg Covered Bonds of each Series which are held beneficially at such date by the Issuer or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed its respective Subsidiaries and the Notes will be construed accordinglyPrincipal Amount Outstanding of the Covered Bonds of each Series so purchased which have been cancelled; and
(tu) not make any change to the Articles of Association of the Fund without the prior written consent of the Trustee, not assign or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect of the Charged Property and the Transferred Rights) unless the assignee or transferee, as the case may be, of such rights, benefits and obligations shall have substituted, or shall substitute concurrently with such assignment or transfer, itself as the principal debtor under these presents pursuant to Clause 18Representative.
Appears in 1 contract
Samples: Representative and Agency Agreement
COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee that, so long as any of the Notes remains outstandingoutstanding (or, in the case of paragraphs (g), (h), (l), (m), (o) and (q), so long as any of such Notes or the related Coupons remains liable to prescription or, in the case of paragraph (i), until the expiry of a period of 30 days after the Relevant Date in respect of the payment of principal in respect of all such Notes remaining outstanding at such time) it willshall:
(a) subject so far as permitted by applicable law, give or procure to be given to the Trustee such opinions, certificates, evidence and information as it shall require and in such form as it shall properly require (including, without limitation, any certificates called for by the Trustee pursuant to Clause 11(C15.1(c)) to discharge or exercise the duties, maintain Agents trusts, powers, authorities and discretions vested in accordance with the Conditionsit under these presents or by operation of law;
(b) cause to be prepared and certified by its Auditors, in respect of each financial year, accounts in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of the relevant Stock Exchange;
(c) at all times keep and procure that its subsidiaries Subsidiaries to keep such proper books of accounts as may be necessary account and allow and procure its Subsidiaries to comply with all applicable laws and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to allow the Trustee and any person appointed by it all public financial statements of the Trustee to whom the Issuer or the relevant Subsidiary (as the case may be) shall have no reasonable objection free access to such books of account at all reasonable times during normal business hours;
(cd) send to the Trustee (in addition to any copies to which it may be entitled as a holder of any securities of the Issuer) one copy in English of the Issuer’s consolidated financial statements of each financial year and notice of annual general meeting and, if so requested by the Trustee, every other document made available to its shareholders in relation to such meeting and every document issued or sent to holders of listed securities other than its shareholders (including the Noteholders) as soon as reasonably practicable after the issue or publication thereof;
(e) upon becoming aware thereof, forthwith give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant any Potential Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5Default;
(f) so far as permitted by applicable laws and regulations at all times give to the Trustee such information as it shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for i) within 7 days after demand by the Trustee pursuant to Clause 17(A)(b)) for the purposes of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, signed by two members of the Board of Directors certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the “Certified Date”) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Relevant Event or (if such is not the case) specifying the same;
(h) so far as permitted by applicable law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests);
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement therefor and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent does not, on or before the due date for payment in respect of the Notes or any of them, receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such Notes;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(q) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made;
(r) use reasonable endeavours to assist the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty in accordance with the terms of the Loan Agreement;
(s) if payments of principal, premium, if any or interest in respect of the Notes by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordingly; and
(t) without the prior written consent of the Trustee, not assign or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect of the Charged Property and the Transferred Rights) unless the assignee or transferee, as the case may be, of such rights, benefits and obligations shall have substituted, or shall substitute concurrently with such assignment or transfer, itself as the principal debtor under these presents pursuant to Clause 18.
Appears in 1 contract
Samples: Trust Deed
COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee that, so long as any of the Notes remains outstandingoutstanding (or, in the case of paragraphs (g), (h), (l), (m) and (o), so long as any of such Notes or the relative Coupons remains liable to prescription or, in the case of paragraph (n), until the expiry of a period of 30 days after the Relevant Date) it willshall:
(a) subject to Clause 11(C), maintain Agents in accordance with the Conditions;
(b) at all times keep and procure that its subsidiaries keep such books of accounts as may be necessary to comply with all applicable laws and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to the Trustee and any person appointed by it all public financial statements of the Issuer at all reasonable times during business hours;
(c) give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times law, give or procure to be given to the Trustee such opinions, certificates and information as it shall be entitled to hereunder reasonably require and in such form as it shall reasonably require (including, but including without prejudice to limitation the generality procurement of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b16(c)) for the purposes purpose of the discharge or exercise of the duties duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law;
(gb) provide cause to be prepared and audited by the Auditors in respect of each financial accounting period accounts in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of the relevant Stock Exchange in relation to the Notes;
(c) at all times keep and procure its Subsidiaries to keep proper books of account and at any time after the occurrence of an Event of Default or a Potential Event of Default or (in the case of Tier 2 Notes only) a breach of the provisions of these presents or if the Trustee has reasonable grounds to believe that an Event of Default or a Potential Event of Default or (in the case of Tier 2 Notes only) a breach of the provisions of these presents has occurred or is about to occur allow the Trustee and any person appointed by the Trustee to whom the Issuer shall have no reasonable objection free access to such books of account at all reasonable times during normal business hours;
(d) send to the Trustee within 10 days (in addition to any copies to which it may be entitled as a holder of any request securities of the Issuer) two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document issued or sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Holders) as soon as practicable after the issue or publication thereof;
(e) forthwith upon becoming aware thereof give notice in writing to the Trustee of the happening of any Event of Default or any Potential Event of Default or (in the case of Tier 2 Notes only) of any breach of any of the provisions of these presents or (in the case of the Senior Notes only) of the coming into existence of any security) which would require any security to be given to the Notes pursuant to Condition 4 of the Senior Notes;
(f) give to the Trustee (i) within ten days after demand in writing by the Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each financial year commencing with the financial year ending 31 December 2019 and in any event not later than 180 days after the end of each such financial year a certificate in the English language, signed by two members Authorised Persons of the Board Issuer to the effect that to the best of Directors certifying that up to their knowledge, information and belief, having made all reasonable enquiries, as at a specified date not earlier more than seven days prior to the date of before delivering such certificate (the “Certified Date”relevant certification date) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor and had there not existed at any time prior thereto since the Certified Date in respect relevant certification date of the previous such certificate (or, or in the case of the first such certificate, since certificate the date of this Trust Deedhereof) any Relevant Event of Default or Potential Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the relevant certification date of such certificate the Issuer has complied with all its obligations contained in these presents or (if such is not the case) specifying the samerespects in which it has not complied;
(hg) so far as permitted by applicable law law, at all times execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Trustee be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents presents;
(including h) at all times maintain an Issue and Paying Agent, other Paying Agents, a Registrar, a Note Calculation Agent and Reference Xxxxx in accordance with, and to the Security Interests)extent required by, the Conditions;
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best reasonable endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes Issue and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies notify the Trustee forthwith in the event that the Principal Paying Agent it does not, on or before the due date for any payment in respect of the Notes or any of themthem or any of the relative Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full amount in the relevant requisite currency of the moneys payable on such due date on all such NotesNotes or Coupons as the case may be;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(qj) in the event of the unconditional payment to the Principal Issue and Paying Agent or the Trustee of any sum due in respect of the Notes or any of them or any of the relative Coupons being made after the due date for payment thereof, thereof forthwith give or procure to be given notice to the Noteholders relevant Holders in accordance with Condition 14 of the Senior Notes and Condition 21 of the Tier 2 Notes, as the case may be, that such payment has been made;
(rk) if the applicable Final Terms indicates that the Notes are listed, use all reasonable endeavours to assist maintain the Borrower in order that quotation or listing on the relevant Stock Exchange of those of the Notes which are quoted or listed on the relevant Stock Exchange or, if it obtains relief from withholding is unable to do so having used all reasonable endeavours, use all reasonable endeavours to obtain and maintain a quotation or listing of Russian income tax pursuant such Notes on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide and also upon obtaining a quotation or listing of such Notes on such other stock exchange or exchanges or securities market or markets enter into a trust deed supplemental to this Trust Deed to effect such consequential amendments to these presents as the Trustee may reasonably require or as shall be requisite to comply with the requirements of any applicable double tax treaty such stock exchange or securities market;
(l) give not less than 45 days' notice to the Trustee and not less than 30 days' notice to the Holders in accordance with the terms Condition 14 of the Loan AgreementSenior Notes and Condition 21 of the Tier 2 Notes, as the case may be, of any appointment, resignation or removal of any Issue and Paying Agent, Note Calculation Agent, Registrar, Reference Bank or other Paying Agent (other than the appointment of the initial Issue and Paying Agent, Note Calculation Agent, Registrar, Reference Banks and other Paying Agents) after having obtained the prior written approval of the Trustee thereto and of any change of any Paying Agent's, Registrar's or Reference Bank's specified office; PROVIDED ALWAYS THAT so long as any of the Notes remains outstanding in the case of the termination of the appointment of the Registrar or so long as any of the Notes or Coupons remains liable to prescription in the case of the termination of the appointment of the Issue and Paying Agent or the Note Calculation Agent no such termination shall take effect until a new Issue and Paying Agent, Note Calculation Agent or Registrar (as the case may be) has been appointed on terms previously approved in writing by the Trustee;
(sm) obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the form of every notice given to the Holders in accordance with Condition 14 of the Senior Notes and Condition 21 of the Tier 2 Notes, as the case may be (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the FSMA) of any such notice which is a financial promotion (as defined in the FSMA) subject to Section 21 of the FSMA);
(n) if payments of principal, premium, if any principal or interest in respect of the Notes or the relative Coupons by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-sub- division or any authority therein or thereof having power to tax other than or in addition to Luxembourg the United Kingdom or any such political sub-division or any such authority therein or thereofthereof having power to tax, as soon as reasonably practicable immediately upon becoming aware thereof notify the Trustee in writing of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 8 of the Senior Notes or Condition 15 of the Tier 2 Notes, as the case may be, with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg the United Kingdom or any political sub-division thereof or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division thereof or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordingly; and
trust deed also (twhere applicable) without the prior written consent to modify Condition 7.2 of the Trustee, not assign Senior Notes or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect Condition 14.3 of the Charged Property and the Transferred Rights) unless the assignee or transfereeTier 2 Notes, as the case may be, so that such Condition shall make reference to the other or additional territory, any political sub-division thereof and any authority therein or thereof having power to tax;
(o) comply with and perform all its obligations under the Agency Agreement and use all reasonable endeavours to procure that the Issue and Paying Agent, the Registrar and the other Paying Agents comply with and perform all their respective obligations thereunder and any notice given by the Trustee pursuant to Clause 2.3(a) and that the Note Calculation Agent not make any amendment to the Agency Agreement respectively without the prior written approval of the Trustee;
(p) in order to enable the Trustee to ascertain the nominal amount of the Notes of each Series for the time being outstanding for any of the purposes referred to in the proviso to the definition of outstanding in Clause 1, deliver to the Trustee as soon as practicable upon being so requested in writing by the Trustee a certificate in writing signed by two Authorised Persons of the Issuer, setting out the total number and aggregate nominal amount of the Notes of each Series issued by it which:
(i) up to and including the date of such rightscertificate have been purchased by the Issuer or any Subsidiary of the Issuer and cancelled; and
(ii) are at the date of such certificate held by, benefits for the benefit of, or on behalf of, the Issuer or any Subsidiary of the Issuer;
(q) use all reasonable endeavours to procure that each of the Paying Agents and obligations the Registrar makes available for inspection by Holders and Couponholders at its specified office (or by email, upon proof of holding satisfactory to the Paying Agent) copies of these presents, the Agency Agreement and the then latest audited balance sheet and profit and loss account (consolidated if applicable) of the Issuer;
(r) if, in accordance with the provisions of the Conditions, interest in respect of the Notes becomes payable at the specified office of any Paying Agent in the United States of America promptly give notice thereof to the relative Holders in accordance with Condition 14 of the Senior Notes or Condition 21 of the Tier 2 Notes, as the case may be;
(s) furnish, upon the request of a holder of Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder;
(t) give prior written notice to the Trustee of any proposed redemption pursuant to Condition 7.2 or 7.3 (in the case of the Senior Notes) or Condition 14.2, 14.3, 14.4, 14.5, 14.6 or 14.7 (in the case of the Tier 2 Notes) or any Inapplicability Period (as defined in Condition 14.1 of the Tier 2 Notes) (in the case of Tier 2 Notes) and, if it shall have substitutedgiven notice to the Holders of its intention to redeem any Senior Notes pursuant to Condition 7.3, duly proceed to make drawings (if appropriate) and to redeem Notes accordingly;
(u) promptly provide the Trustee with copies of all supplements and/or amendments and/or restatements of the Dealership Agreement;
(v) use all reasonable endeavours to procure that each of its Subsidiaries observes the restrictions contained in Condition 7.6 (in the case of the Senior Notes) or Condition 14.9 (in the case of the Tier 2 Notes);
(w) if the Issuer shall substitute concurrently with such assignment receive an objection to or transfer, itself as receives notification of a failure to obtain approval in respect of the principal debtor making of any payment or taking of any other action under these presents from the PRA following notification thereof to the PRA pursuant to the Conditions, shall promptly provide a copy thereof to the Trustee; and
(x) use all reasonable endeavours to procure that Euroclear and/or Clearstream, Luxembourg (as the case may be) issue(s) any record, certificate or other document requested by the Trustee under Clause 1816(x) or otherwise as soon as practicable after such request.
Appears in 1 contract
Samples: Third Supplemental Trust Deed
COVENANTS BY THE ISSUER. The Issuer hereby covenants with SO long as any of the Trustee thatSecurities remains outstanding (or, in the case of paragraphs (viii), (ix), (xiii) to (xvi) inclusive and (xviii), so long as any of the Notes Securities or Coupons remains outstanding, liable to prescription) the Issuer covenants with the Trustee that it willshall:
(a) subject to Clause 11(C), maintain Agents in accordance with the Conditions;
(bi) at all times keep carry on and conduct its business and procure that its subsidiaries keep such books of accounts as may be necessary Subsidiaries to comply with all applicable laws carry on and so as to enable the financial statements of the Issuer conduct their respective businesses in a proper and its subsidiaries to be prepared and make available to the Trustee and any person appointed by it all public financial statements of the Issuer at all reasonable times during business hoursefficient manner;
(cii) give notice in writing or procure to be given to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing Trustee, to the Trustee if it becomes aware that the legalityextent not prohibited by law or regulation, validity or enforceability of this Trust Deedsuch opinions, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws certificates, information and regulations at all times give to the Trustee such information evidence as it shall be entitled to hereunder require and in such form as it shall require (including, but including without prejudice to limitation the generality procurement by the Issuer of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(bClauses 15(C) and 15(U)) for the purposes purpose of the discharge or exercise of the duties duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law;
(giii) provide cause to be prepared and certified by the Auditors in respect of each financial accounting period accounts in such form as will comply with all relevant legal and accounting requirements, all requirements for the time being of The Stock Exchange and the provisions contained in the definition of Latest Consolidated Balance Sheet set out in Condition 21;
(iv) at all times keep and procure its Subsidiaries to keep proper accounting records and following the occurrence of an Event of Default or a Potential Event of Default or if the Trustee has grounds to believe that an Event of Default or a Potential Event of Default has occurred or is likely to occur, allow and procure its Subsidiaries to allow the Trustee and any person appointed by the Trustee to whom the Issuer or the relevant Subsidiary (as the case may be) shall have no reasonable objection free access to such accounting records at all reasonable times during normal business hours;
(v) send to the Trustee within 10 days (in addition to any copies to which it may be entitled as a holder of any request securities of the Issuer) two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document issued or sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Holders) as soon as practicable after the issue or publication thereof;
(vi) forthwith give notice in writing to the Trustee of the coming into existence of any Security which would require any Security to be given to any series of the Securities pursuant to Condition 4 or of the occurrence of (a) any Event of Default or any Potential Event of Default or (b) any Put Event (as defined in Condition 21) or any event which is, or may be, capable of becoming a Put Event, including, without prejudice to the generality of the foregoing, any Restructuring Event, Negative Rating Event or Rating Downgrade (each as defined in Condition 21) PROVIDED ALWAYS THAT the Issuer shall be deemed not to have notice of a Put Event unless and until it shall have been notified in writing by the Trustee that the Trustee has received a Negative Certification (as defined in Condition 9) in respect of that Put Event;
(vii) give to the Trustee (a) within ten days after demand by the Trustee therefor and (b) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each financial year commencing with the financial year ending 31st March, 1996 and in any event not later than 180 days after the end of each such financial year a certificate in of the English language, Issuer signed by two members Directors of the Board of Directors certifying Issuer to the effect that up to as at a specified date not earlier more than seven days prior to the date of before delivering such certificate (the “Certified Date”"relevant date") the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor and had there not existed at any time prior thereto since the Certified Date in respect relevant date of the previous such certificate (or, or in the case of the first such certificate, since certificate the date of this Trust Deedhereof) any Relevant Event of Default or any Potential Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the relevant date of such certificate the Issuer has complied with all its obligations contained in these presents or (if such is not the case) specifying the samerespects in which it has not complied;
(hviii) so far as permitted not prohibited by applicable law or regulation, at all times execute all such further documents and do all such further documents, acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests)presents;
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(kix) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require maintain an Agent Bank, Reference Banks, Paying Agents, a Registrar and Transfer Agents in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchangeConditions;
(lx) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and procure the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver the provisions of the Agency Agreement to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies notify the Trustee forthwith in the event that the Principal Paying Agent if it does not, on or before the due date for any payment in respect of the Notes Securities or any of themthem or any of the Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full amount in the relevant requisite currency of the moneys payable on such due date on all such NotesSecurities or Coupons as the case may be;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(qxi) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes Securities or any of them or any of the Coupons being made after the due date for payment thereof, thereof forthwith give or procure to be given notice to the Noteholders relevant Holders in accordance with Condition 16 that such payment has been made;
(rxii) use all reasonable endeavours to assist maintain the Borrower in order that listing of the Securities on The Stock Exchange or, if it obtains relief from withholding is unable to do so having used all reasonable endeavours, or if the Issuer reasonably considers the maintenance of Russian income tax pursuant such listing to be unduly onerous and the Trustee so agrees, use all reasonable endeavours to obtain and maintain a quotation or listing of the Securities on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide and shall also upon obtaining a quotation or listing of the Securities on such other stock exchange or exchanges or securities market or markets enter into a Trust Deed supplemental to this Trust Deed to effect such consequential amendments to these presents as the Trustee may require or as shall be requisite to comply with the requirements of any applicable double tax treaty such stock exchange or securities market;
(xiii) give notice to the Holders in accordance with Condition 16 of any appointment, resignation or removal of any Agent Bank, Reference Bank, Paying Agent, Registrar or Transfer Agent (other than the terms appointment of the Loan Agreementinitial Agent Bank, Reference Banks, Paying Agents, Registrar and Transfer Agents) after having obtained the prior written approval of the Trustee thereto or any change of any Paying Agent's, Registrar's or Transfer Agent's specified office and (except as provided by the Agent Bank Agreement or the Agency Agreement or the Conditions) at least 30 days prior to such event taking effect; PROVIDED ALWAYS THAT so long as any of the Securities remains outstanding in the case of the termination of the appointment of the Agent Bank, the Registrar or a Transfer Agent or so long as any of the Securities or Coupons remains liable to prescription in the case of the termination of the appointment of the Principal Paying Agent no such termination shall take effect until a new Agent Bank, Registrar, Transfer Agent or Principal Paying Agent (as the case may be) has been appointed on terms previously approved in writing by the Trustee;
(sxiv) obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the form of every notice given to the Holders in accordance with Condition 16 (such approval, unless so expressed, not to constitute approval for the purposes of Section 57 of the Financial Services Xxx 0000 of the United Kingdom of any such notice which is an investment advertisement (as therein defined));
(xv) if payments of principal, premium, if any premium or interest in respect of the Notes Securities or the Coupons by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division thereof or any authority therein or thereof having power to tax other than or in addition to Luxembourg the United Kingdom or any such political sub-division thereof or any such authority therein or thereof, as soon as reasonably practicable immediately upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed Trust Deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 10 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg the United Kingdom or any political sub-division thereof or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division thereof or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed also (where applicable) to modify Condition 8(c) so that such Condition shall make reference to the other or additional territory, any political sub-division thereof and any authority therein or having power to tax;
(xvi) comply with and perform all its obligations under the Agent Bank Agreement and the Notes will be construed accordinglyAgency Agreement and use all reasonable endeavours to procure that the Agent Bank, the Paying Agents, the Registrar and the Transfer Agents comply with and perform all their respective obligations thereunder and (in the case of the Paying Agents) any notice given by the Trustee pursuant to Clause 2(C)(i) and not make any amendment or modification to either of such Agreements without the prior written approval of the Trustee;
(xvii) in order to enable the Trustee to ascertain the principal amount of Securities of each series for the time being outstanding for any of the purposes referred to in the proviso to the definition of "outstanding" in Clause 1, deliver to the Trustee as soon as practicable upon being so requested in writing by the Trustee a certificate of the Issuer in writing signed by two Directors of the Issuer setting out the total number and aggregate principal amount of Securities of each series which:
(a) up to and including the date of such certificate have been purchased by the Issuer, any Subsidiary Undertaking of the Issuer, any holding company of the Issuer or any other Subsidiary Undertaking of such holding company and cancelled; and
(tb) without are at the prior written consent date of such certificate held by, for the benefit of, or on behalf of, the Issuer, any Subsidiary Undertaking of the TrusteeIssuer, not assign or transfer all any holding company of the Issuer or any other Subsidiary Undertaking of such holding company;
(xviii) procure its rightsSubsidiary Undertakings to comply with all (if any) applicable provisions of Condition 8(d);
(xix) procure that, benefits in accordance with the provisions of the Agency Agreement, each of the Paying Agents makes available for inspection by Holders and obligations under Couponholders at its specified office copies of these presents, the Loan Agency Agreement, the Agent Bank Agreement and the then latest audited balance sheet(s) and profit and loss account(s) (other than consolidated if applicable) of the Issuer;
(xx) if, in accordance with the provisions of the Conditions, interest in respect of Bearer Securities denominated in U.S. dollars becomes payable at the specified office of any Paying Agent in the United States of America promptly give notice thereof to the Holders in accordance with Condition 16;
(xxi) give to the Trustee at the same time as sending to it the certificates referred to in respect paragraph (vii) above and in any event not later than 180 days after the last day of each financial year of the Charged Property and Issuer, a certificate by the Transferred RightsAuditors listing those Subsidiaries of the Issuer which as at the relevant date (as defined in paragraph (vii) unless above) of the assignee or transfereerelevant certificate given under paragraph (vii) above or, as the case may be, as at such last day were Principal Subsidiaries for the purposes of Condition 12;
(xxii) give to the Trustee, as soon as reasonably practicable after the acquisition or disposal of any company which thereby becomes or ceases to be a Principal Subsidiary or after any transfer is made to any Subsidiary of the Issuer which thereby becomes a Principal Subsidiary, a certificate by the Auditors to such rightseffect;
(xxiii) upon due surrender in accordance with the Conditions, benefits pay the face value of all Coupons (including Coupons issued in exchange for Talons) appertaining to all Securities purchased by the Issuer or any Subsidiary Undertaking of the Issuer, any holding company of the Issuer or any other Subsidiary Undertaking of any such holding company;
(xxiv) give to the Trustee a certificate of two Directors of the Issuer:
(a) specifying the aggregate amount of any Relevant Indebtedness of the Issuer or a PES Subsidiary or guaranteed by the Issuer or a PES Subsidiary and obligations shall in respect of which Security has been created or is outstanding, such certificate to be provided before the Issuer or a PES Subsidiary creates or has outstanding any new Security in respect of any Relevant Indebtedness or guarantee as described in Condition 4;
(b) specifying details of any modification to the terms and conditions of the PES Licence, such certificate to be provided promptly upon any such modification being made; and
(c) specifying any higher figure determined by the Director (as defined in the PES Licence) as is mentioned in Condition 12, such certificate to be provided within 5 days of the Director determining such figure by notice in writing to the Secretary of State (as defined in the PES Licence) and the Issuer; and
(xxv) give notice to the Trustee as soon as practicable after its Directors or the Directors of any PES Subsidiary have substituted, resolved to give any Security in respect of any Relevant Indebtedness or shall substitute concurrently with such assignment or transfer, itself guarantee as the principal debtor under these presents pursuant to Clause 18described in Condition 4.
Appears in 1 contract
COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee that, so long as any of the Notes remains outstandingoutstanding (or, in the case of paragraphs (g), (h), (l), (m) and (o), so long as any of such Notes or the relative Coupons remains liable to prescription or, in the case of paragraph (n), until the expiry of a period of 30 days after the Relevant Date) it willshall:
(a) subject to Clause 11(C), maintain Agents in accordance with the Conditions;
(b) at all times keep and procure that its subsidiaries keep such books of accounts as may be necessary to comply with all applicable laws and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to the Trustee and any person appointed by it all public financial statements of the Issuer at all reasonable times during business hours;
(c) give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times law, give or procure to be given to the Trustee such opinions, certificates and information as it shall be entitled to hereunder reasonably require and in such form as it shall reasonably require (including, but including without prejudice to limitation the generality procurement of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b16(c)) for the purposes purpose of the discharge or exercise of the duties duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law;
(gb) provide cause to be prepared and audited by the Auditors in respect of each financial accounting period accounts in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of the relevant Stock Exchange in relation to the Notes;
(c) at all times keep and procure its Subsidiaries to keep proper books of account and at any time after the occurrence of an Event of Default or a Potential Event of Default or (in the case of Tier 2 Notes only) a breach of the provisions of these presents or if the Trustee has reasonable grounds to believe that an Event of Default or a Potential Event of Default or (in the case of Tier 2 Notes only) a breach of the provisions of these presents has occurred or is about to occur allow the Trustee and any person appointed by the Trustee to whom the Issuer shall have no reasonable objection free access to such books of account at all reasonable times during normal business hours;
(d) send to the Trustee within 10 days (in addition to any copies to which it may be entitled as a holder of any request securities of the Issuer) two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document issued or sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Holders) as soon as practicable after the issue or publication thereof;
(e) forthwith upon becoming aware thereof give notice in writing to the Trustee of the happening of any Event of Default or any Potential Event of Default or (in the case of Tier 2 Notes only) of any breach of any of the provisions of these presents or (in the case of the Senior Notes only) of the coming into existence of any security) which would require any security to be given to the Notes pursuant to Condition 4 of the Senior Notes;
(f) give to the Trustee (i) within ten days after demand in writing by the Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each financial year commencing with the financial year ending 31 December 2019 and in any event not later than 180 days after the end of each such financial year a certificate in the English language, signed by two members Authorised Persons of the Board Issuer to the effect that to the best of Directors certifying that up to their knowledge, information and belief, having made all reasonable enquiries, as at a specified date not earlier more than seven days prior to the date of before delivering such certificate (the “Certified Date”relevant certification date) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor and had there not existed at any time prior thereto since the Certified Date in respect relevant certification date of the previous such certificate (or, or in the case of the first such certificate, since certificate the date of this Trust Deedhereof) any Relevant Event of Default or Potential Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the relevant certification date of such certificate the Issuer has complied with all its obligations contained in these presents or (if such is not the case) specifying the samerespects in which it has not complied;
(hg) so far as permitted by applicable law law, at all times execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Trustee be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents presents;
(including h) at all times maintain an Issue and Paying Agent, other Paying Agents, a Registrar, a Note Calculation Agent and Reference Xxxxx in accordance with, and to the Security Interests)extent required by, the Conditions;
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best reasonable endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes Issue and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies notify the Trustee forthwith in the event that the Principal Paying Agent it does not, on or before the due date for any payment in respect of the Notes or any of themthem or any of the relative Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full amount in the relevant requisite currency of the moneys payable on such due date on all such NotesNotes or Coupons as the case may be;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(qj) in the event of the unconditional payment to the Principal Issue and Paying Agent or the Trustee of any sum due in respect of the Notes or any of them or any of the relative Coupons being made after the due date for payment thereof, thereof forthwith give or procure to be given notice to the Noteholders relevant Holders in accordance with Condition 14 of the Senior Notes and Condition 21 of the Tier 2 Notes, as the case may be, that such payment has been made;
(rk) if the applicable Final Terms indicates that the Notes are listed, use all reasonable endeavours to assist maintain the Borrower in order that quotation or listing on the relevant Stock Exchange of those of the Notes which are quoted or listed on the relevant Stock Exchange or, if it obtains relief from withholding is unable to do so having used all reasonable endeavours, use all reasonable endeavours to obtain and maintain a quotation or listing of Russian income tax pursuant such Notes on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide and also upon obtaining a quotation or listing of such Notes on such other stock exchange or exchanges or securities market or markets enter into a trust deed supplemental to this Trust Deed to effect such consequential amendments to these presents as the Trustee may reasonably require or as shall be requisite to comply with the requirements of any applicable double tax treaty such stock exchange or securities market;
(l) give not less than 45 days' notice to the Trustee and not less than 30 days' notice to the Holders in accordance with the terms Condition 14 of the Loan AgreementSenior Notes and Condition 21 of the Tier 2 Notes, as the case may be, of any appointment, resignation or removal of any Issue and Paying Agent, Note Calculation Agent, Registrar, Reference Bank or other Paying Agent (other than the appointment of the initial Issue and Paying Agent, Note Calculation Agent, Registrar, Reference Banks and other Paying Agents) after having obtained the prior written approval of the Trustee thereto and of any change of any Paying Agent's, Registrar's or Reference Bank's specified office; PROVIDED ALWAYS THAT so long as any of the Notes remains outstanding in the case of the termination of the appointment of the Registrar or so long as any of the Notes or Coupons remains liable to prescription in the case of the termination of the appointment of the Issue and Paying Agent or the Note Calculation Agent no such termination shall take effect until a new Issue and Paying Agent, Note Calculation Agent or Registrar (as the case may be) has been appointed on terms previously approved in writing by the Trustee;
(sm) obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the form of every notice given to the Holders in accordance with Condition 14 of the Senior Notes and Condition 21 of the Tier 2 Notes, as the case may be (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the Financial Services and Markets Xxx 0000 of the United Kingdom (the FSMA) of any such notice which is a financial promotion (as defined in the FSMA) subject to Section 21 of the FSMA);
(n) if payments of principal, premium, if any principal or interest in respect of the Notes or the relative Coupons by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg the United Kingdom or any such political sub-division or any such authority therein or thereofthereof having power to tax, as soon as reasonably practicable immediately upon becoming aware thereof notify the Trustee in writing of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 8 of the Senior Notes or Condition 15 of the Tier 2 Notes, as the case may be, with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg the United Kingdom or any political sub-division thereof or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-sub- division thereof or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordingly; and
trust deed also (twhere applicable) without the prior written consent to modify Condition 7.2 of the Trustee, not assign Senior Notes or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect Condition 14.3 of the Charged Property and the Transferred Rights) unless the assignee or transfereeTier 2 Notes, as the case may be, of so that such rightsCondition shall make reference to the other or additional territory, benefits any political sub-division thereof and any authority therein or thereof having power to tax;
(o) comply with and perform all its obligations shall have substitutedunder the Agency Agreement and use all reasonable endeavours to procure that the Issue and Paying Agent, or shall substitute concurrently the Registrar and the other Paying Agents comply with such assignment or transfer, itself as and perform all their respective obligations thereunder and any notice given by the principal debtor under these presents Trustee pursuant to Clause 18.2.3(a) and that the Note Calculation Agent not make any amendment to the Agency Agreement respectively without the prior written approval of the Trustee;
(p) in order to enable the Trustee to ascertain the nominal amount of the Notes of each Series for the time being outstanding for any of the purposes referred to in the proviso to the definition of outstanding in Clause 1, deliver to the Trustee as soon as practicable upon being so requested in writing by the Trustee a certificate in writing signed by two Authorised Persons of the Issuer, setting out the total number and aggregate nominal amount of the Notes of each Series issued by it which:
(i) up to and including the date of such certificate have been purchased by the Issuer or any Subsidiary of the Issuer and cancelled; and
(ii) are at the date of such certificate held by, for the benefit of, or on behalf of, the Issuer or any Subsidiary of the Issuer;
(q) use all reasonable endeavours to procure that each of the Paying Agents and the Registrar makes available for inspection by Holders and Couponholders at its specified office copies of these presents, the Agency Agreement and the then latest audited balance sheet and profit and loss account (consolidated if applicable) of the Issuer;
(r) if, in accordance with the provisions of the Conditions, interest in respect of the Notes becomes payable at the specified office of any Paying Agent in the United States of America promptly give notice thereof to the relative Holders in accordance with Condition 14 of the Senior Notes or Condition 21 of the Tier 2 Notes, as the case may be;
(s) furnish, upon the request of a holder of Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder;
(t) give prior written notice to the Trustee of any proposed redemption pursuant to Condition
Appears in 1 contract
Samples: Trust Deed
COVENANTS BY THE ISSUER. The Issuer hereby covenants with SO long as any of the Trustee thatSecurities remains outstanding (or, in the case of paragraphs (viii), (ix), (xiii) to (xvi) inclusive and (xviii), so long as any of the Notes Securities or Coupons remains outstanding, liable to prescription) the Issuer covenants with the Trustee that it willshall:
(ai) subject at all times carry on and conduct its affairs and procure its Subsidiaries to Clause 11(C), maintain Agents carry on and conduct their respective affairs in accordance with the Conditionsa proper and efficient manner;
(bii) give or procure to be given to the Trustee such opinions, certificates, information and evidence as it shall properly require and in such form as it shall properly require (including without limitation the procurement by the Issuer of all such certificates called for by the Trustee pursuant to Clause 15 (C)) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law;
(iii) cause to be prepared and certified by the Auditors in respect of each financial accounting year financial statements in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of The Stock Exchange;
(iv) at all times keep and procure that its subsidiaries Subsidiaries to keep such proper books of accounts as may account and after an Event of Default or Potential Event of Default shall have occurred or if the Trustee has reasonable grounds to believe that an Event of Default or Potential Event of Default shall have occurred or be necessary likely to comply with all applicable laws occur allow and so as procure its Subsidiaries to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to allow the Trustee and any person appointed by it all public financial statements of the Trustee to whom the Issuer or the relevant Subsidiary (as the case may be) shall have no reasonable objection free access to such books of account at all reasonable times during normal business hours.
(v) send to the Trustee (in addition to any copies to which it may be entitled as a holder of any securities of the Issuer) two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document issued or sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Holders) as soon as practicable after the issue or publication thereof;
(cvi) forthwith give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant Potential Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further actionof Default;
(dvii) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times give to the Trustee such information as it shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for a) within seven days after demand by the Trustee pursuant to Clause 17(A)(b)therefor and (b) (without the necessity for any such demand) promptly after the purposes publication of its audited financial statements in respect of each financial year commencing with the financial year ending 31st March, 1996 and in any event not later than 180 days after the end of each such financial year a certificate of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, Issuer signed by two members Directors of the Board of Directors certifying Issuer to the effect that up to as at a specified date not earlier more than seven days prior to the date of before delivering such certificate (the “Certified Date”"relevant date") the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor and had there not existed at any time prior thereto since the Certified Date in respect relevant date of the previous such certificate (or, or in the case of the first such certificate, since certificate the date of this Trust Deedhereof) any Relevant Event of Default or Potential Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the relevant date of such certificate the Issuer has complied with all its obligations contained in these presents or (if such is not the case) specifying the samerespects in which it has not complied;
(hviii) so far as permitted by applicable law at all times execute all such further documents and do all such further documents, acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests)presents;
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(kix) at all times maintain an Agent Bank, Reference Banks, Paying Agents, a Registrar and Transfer Agents in accordance with the Conditions;
(x) use its best all reasonable endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent it does not, on or before the due date for any payment in respect of the Notes Securities or any of themthem or any of the Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full amount in the relevant requisite currency of the moneys payable on such due date on all such NotesSecurities or Coupons as the case may be;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(qxi) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes Securities or any of them or any of the Coupons being made after the due date for payment thereof, thereof forthwith give or procure to be given notice to the Noteholders relevant Holders in accordance with Condition 14 that such payment has been made;
(rxii) use all reasonable endeavours to assist maintain the Borrower in order that listing of the Securities on The Stock Exchange or, if it obtains relief from withholding is unable to do so having used its best endeavours, use its best endeavours to obtain and maintain a quotation or listing of Russian income tax pursuant the Securities on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide and shall also upon obtaining a quotation or listing of the Securities on such other stock exchange or exchanges or securities market or markets enter into a Trust Deed supplemental to this Trust Deed to effect such consequential amendments to these presents as the Trustee may require or as shall be requisite to comply with the requirements of any applicable double tax treaty such stock exchange or securities market;
(xiii) give notice to the Holders in accordance with Condition 14 of any appointment, resignation or removal of any Agent Bank, Reference Bank, Paying Agent, Registrar or Transfer Agent (other than the terms appointment of the Loan Agreementinitial Agent Bank, Reference Banks, Paying Agents, Registrar and Transfer Agents) after having obtained the prior written approval of the Trustee thereto or any change of any Paying Agent's, Registrar's or Transfer Agent's specified office and (except as provided by the Agent Bank Agreement or the Agency Agreement or the Conditions) at least 30 days prior to such event taking effect; PROVIDED ALWAYS THAT so long as any of the Securities remains outstanding in the case of the termination of the appointment of the Agent Bank, the Registrar or a Transfer Agent or so long as any of the Securities or Coupons remains liable to prescription in the case of the termination of the appointment of the Principal Paying Agent no such termination shall take effect until a new Agent Bank, Registrar, Transfer Agent or Principal Paying Agent (as the case may be) has been appointed on terms previously approved in writing by the Trustee;
(sxiv) obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the form of every notice given to the Holders in accordance with Condition 14 (such approval, unless so expressed, not to constitute approval for the purposes of Section 57 of the Financial Services Acx 0000 xf the United Kingdom of any such notice which is an investment advertisement (as therein defined));
(xv) if payments of principal, premium, if any premium or interest in respect of the Notes Securities or the Coupons by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg the United Kingdom or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable immediately upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed Trust Deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 8 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg the United Kingdom or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed also (where applicable) to modify Condition 6(c) so that such Condition shall make reference to the other or additional territory, any political sub-division and any authority therein or having power to tax;
(xvi) comply with and perform all its obligations under the Agent Bank Agreement and the Notes will be construed accordinglyAgency Agreement and use all reasonable endeavours to procure that the Agent Bank, the Paying Agents, the Registrar and the Transfer Agents comply with and perform all their respective obligations thereunder and (in the case of the Principal Paying Agent, the Registrar and the other Paying Agents) any notice given by the Trustee pursuant to Clause 2(C)(i) and not make any amendment or modification to either of such Agreements without the prior written approval of the Trustee;
(xvii) in order to enable the Trustee to ascertain the principal amount of Securities of each series for the time being outstanding for any of the purposes referred to in the proviso to the definition of "outstanding" in Clause 1, deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate in writing signed by two Directors of the Issuer setting out the total number and aggregate principal amount of Securities of each series which:
(a) up to and including the date of such certificate have been purchased by the Issuer, any Subsidiary of the Issuer, any holding company of the Issuer or any other Subsidiary of such holding company and cancelled; and
(tb) without are at the prior written consent date of such certificate held by, for the benefit of, or on behalf of, the Issuer, any Subsidiary of the TrusteeIssuer, not assign or transfer all any holding company of the Issuer or any other Subsidiary of such holding company;
(xviii) procure its rightsSubsidiaries to comply with all (if any) applicable provisions of Condition 6(d);
(xix) use all reasonable endeavours to procure that the Registrar and each of the Paying Agents makes available for inspection by Holders and Couponholders at its specified office copies of these presents, benefits the Agency Agreement, the Agent Bank Agreement and obligations under the Loan Agreement then latest audited balance sheet(s) and profit and loss account(s) (other than consolidated if applicable) of the Issuer;
(xx) if, in accordance with the provisions of the Conditions, interest in respect of Bearer Securities denominated in United States dollars becomes payable at the specified office of any Paying Agent in the United States of America promptly give notice thereof to the Holders in accordance with Condition 14;
(xxi) give to the Trustee at the same time as sending to it the certificates referred to in respect paragraph (vii) above and in any event not later than 180 days after the last day of each financial year of the Charged Property and Issuer, a certificate by the Transferred RightsAuditors listing those Subsidiaries of the Issuer which as at the relevant date (as defined in paragraph (vii) unless above) of the assignee or transfereerelevant certificate given under paragraph (vii) above or, as the case may be, as at such last day were Principal Subsidiaries for the purposes of Condition 10;
(xxii) give to the Trustee, as soon as reasonably practicable after the acquisition or disposal of any company which thereby becomes or ceases to be a Principal Subsidiary or after any transfer is made to any Subsidiary of the Issuer which thereby becomes a Principal Subsidiary, a certificate by the Auditors to such rightseffect;
(xxiii) upon due surrender in accordance with the Conditions, benefits pay the face value of all Coupons (including Coupons issued in exchange for Talons) appertaining to all Securities purchased by the Issuer or any Subsidiary of the Issuer;
(xxiv) give to the Trustee a certificate of the Auditors:
(a) specifying that a Subsidiary of the Issuer satisfies the provisions of Condition 10(C)(i) and obligations shall have substituted(ii), such certificate to be provided before or shall substitute concurrently with at the same time as any written notice given to the Trustee by the Issuer under Condition 10(C)(iii) that a Subsidiary of the Issuer is an Excluded Subsidiary; and Back to Contents
(b) specifying the amount of the Capital and Reserves for the purposes of Condition10(c), such assignment or transfercertificate to be provided within 10 days of any request by the Trustee for its provision;
(xxv) give to the Trustee a certificate of two Directors of the Issuer:
(a) specifying details of any modification to the terms and conditions of the PES Licence, itself such certificate to be provided promptly upon any such modification being made; and
(b) specifying any higher figure determined by the Director (as defined in the principal debtor under these presents pursuant PES Licence) as is mentioned in Condition 10, such certificate to Clause 18be provided within 5 days of the Director determining such figure by notice in writing to the Secretary of State (as defined in the PES Licence) and the Issuer.
Appears in 1 contract
Samples: Trust Deed (United Utilities PLC)
COVENANTS BY THE ISSUER. The 7.1 To the extent legally required, the Issuer hereby covenants with shall prepare a listing prospectus and shall use reasonable efforts to obtain a listing on the Trustee thatregulated markets of Euronext Brussels and Amsterdam for the Subscription Shares, so long as any within ninety (90) days following the Closing. In such case, the effective listing will be subject to regulatory approval of the Notes remains outstandinglisting prospectus. To the extent that a listing prospectus is not legally required to obtain a listing on the regulated markets of Euronext Brussels and Amsterdam for the Subscription Shares, it will:
(a) subject to Clause 11(C), maintain Agents in accordance with the Conditions;
(b) at all times keep and procure that its subsidiaries keep such books of accounts as may be necessary to comply with all applicable laws and so as to enable Issuer shall cause the financial statements listing of the Issuer Subscription Shares as soon as practicable after the Closing, and its subsidiaries to be prepared and make available to in any event no later than five (5) Business Days after the Trustee and any person appointed by it all public financial statements Closing.
7.2 General Meetings of the Issuer at all reasonable times during business hours;Issuer.
(c) give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof 7.2.1 Promptly, and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
event within sixty (e60) give notice in writing to days following the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times give to the Trustee such information as it shall be entitled to hereunder and in such form as it shall require (includingClosing, but without prejudice to the generality of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b)) for the purposes of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, signed by two members of the Board of Directors certifying that up to a specified date not earlier than seven days prior to shall convene an extraordinary general meeting of the date shareholders of such certificate the Issuer (the “Certified DateIssuer EGM”) the Issuer has complied with its obligations under this Trust Deed (or; provided that, if such is not the case, giving details of the circumstances of such non-complianceattendance quorum for any Issuer EGM Proposal (as defined below) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Relevant Event or (if such is not the case) specifying the same;
(h) so far as permitted by applicable law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests);
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent is not achieved at such extraordinary general meeting of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presentsshareholders, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out shall, as soon as practicable and in any event no later than forty (40) days following such extraordinary general shareholders’ meeting, convene a second extraordinary general meeting of the total number shareholders, the agenda of Notes whichwhich shall include the relevant Issuer EGM Proposal, at which no attendance quorum will apply for the relevant Issuer EGM Proposal, and which shall constitute the “Issuer EGM” with respect to the relevant Issuer EGM Proposal), at which the shareholders of the Issuer will be asked to approve (i) the appointment to the Board of Directors of the Investor Board Designees and such other candidate directors as shall be proposed by the Issuer’s Board of Directors, including such other candidate directors as shall be necessary to appoint the Investor Board Designees and to comply with the gender diversity rules under Belgian company law and to maintain the foreign private issuer status of the Issuer (the “Board Designee Proposal”), (ii) the issuance to the Investor of the Initial Warrants (the “Initial Warrant Proposal”), and (iii) the authorization to the Board of Directors, valid for a period of five (5) years from the date of such certificatepublication of the authorization in the Annexes to the Belgian State Gazette, are held and not yet cancelled to increase the share capital of the Issuer in one or several times with an amount up to 20% of the share capital at the time of the convening of the Issuer EGM, which capital increases may be achieved by the issuance of shares, convertible bonds and/or warrants exercisable by contributions in cash or in kind, with or without issuance premium, and which authorization will explicitly authorize the Board of Directors to restrict or cancel the shareholders’ preferential subscription rights, even if such restriction or cancellation is made for the benefit of one or more specific persons other than the employees of the Issuer or its subsidiaries (including the Investor and its Affiliates) (the “Authorized Capital Proposal” and, collectively with the Board Designee Proposal and the Initial Warrant Proposal, the “Issuer EGM Proposals”). The Board of Directors shall use reasonable efforts, including to support and defend the Issuer EGM Proposals and to recommend that the Issuer’s shareholders approve the Issuer EGM Proposals, to cause the Issuer EGM Proposals to be approved.
7.2.2 Between the 57 month and 59 month anniversary of the Closing, the Board of Directors shall convene an extraordinary general meeting of the shareholders of the Issuer (the “Subsequent Issuer EGM”; provided that, if the attendance quorum for its own account or request from any Subsequent Issuer EGM Proposal (as defined below) (if any) is not achieved at such extraordinary general meeting of the Borrower shareholders, the Board of Directors shall, as soon as practicable and in any event no later than thirty five (35) days after such extraordinary general meeting of the shareholders and in any event no later than the expiry of the sixty (60) month anniversary of the Closing, convene a second extraordinary general meeting of the shareholders, the agenda of which shall include the relevant Subsequent Issuer EGM Proposal, at which no attendance quorum will apply for delivery the relevant Subsequent Issuer EGM Proposal, and which shall constitute the “Subsequent Issuer EGM” with respect to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes whichrelevant Subsequent Issuer EGM Proposal), at which the shareholders of the Issuer will be asked to approve (i) the issuance to the Investor of the Subsequent Warrant (the “Subsequent Warrant Proposal”) and (ii) the authorization to the Board of Directors, valid for a period of five (5) years from the date of such certificatepublication of the authorization in the Annexes to the Belgian State Gazette, are held and not yet cancelled to increase the share capital of the Issuer in one or several times with an amount up to 20% of the share capital at the time of the convening of the Subsequent Issuer EGM, which capital increases may be achieved by the Borrower issuance of shares, convertible bonds and/or warrants exercisable by contributions in cash or any subsidiary in kind, with or without issuance premium, and which authorization will explicitly authorize the Board of Directors to restrict or cancel the shareholders’ preferential subscription rights, even if such restriction or cancellation is made for the benefit of one or more specific persons other than the employees of the Borrower for Issuer or its subsidiaries (including the Investor and its Affiliates) (together with the Subsequent Warrant Proposal, the “Subsequent Issuer EGM Proposals”). The Board of Directors shall use reasonable efforts, including to support and defend the Subsequent Issuer EGM Proposals and to recommend that the Issuer’s shareholders approve the Subsequent Issuer EGM Proposals, to cause the Subsequent Issuer EGM Proposals to be approved.
7.2.3 In the event that any Issuer EGM Proposal or Subsequent Issuer EGM Proposal or a proposal of the Investor pursuant to Article 7.3.1 fails to receive shareholder approval at the Issuer EGM or the subsidiary’s own account Subsequent Issuer EGM, as applicable, or, to the best as relevant, a subsequent general shareholders’ meeting of the Borrower’s knowledgeIssuer, by other than as a holding company result of the Borrower failure by the Investor or its Affiliates to vote with all their voting securities in favour of a subsidiary such Issuer EGM Proposal, Subsequent Issuer EGM Proposal or such proposal of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice Investor pursuant to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (Article 7.3.1 to the extent permitted by applicable law);
, without limiting any other remedies that may be available, the following rules shall apply: (oi) request that the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent does not, on either or before the due date for payment in respect both of the Notes Investor Board Designees to be appointed in connection with the Board Designee Proposal or any of them, receive unconditionally the full amount in the relevant currency a proposal of the moneys payable on such due date on all such Notes;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment Investor pursuant to the Conditions;
(q) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made;
(r) use reasonable endeavours to assist the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty in accordance with the terms of the Loan Agreement;
(s) if payments of principal, premium, if any or interest in respect of the Notes Article 7.3.1 are not approved by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (EGM or, as relevant, a subsequent general shareholders’ meeting of the case may beIssuer, other than as a result of the failure by the Investor or its Affiliates to vote with all of their voting securities in favour of such Issuer EGM Proposal or such proposal of the Investor pursuant to Article 7.3.1 to the extent permitted by applicable law, the addition toInvestor Board Designee(s) not appointed will be invited to the references therein to Luxembourg or any political sub-division or any authority therein or thereof having power to tax Board of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments Directors as observers who, as much as legally possible, (x) shall have become subject as aforesaid the right to attend and participate in such event this Trust Deed and the Notes will be construed accordingly; and
(t) without the prior written consent meetings of the Trustee, not assign or transfer all or any Board of its rights, benefits and obligations under Directors of the Loan Agreement Issuer as if they were a director of the Issuer (other than having the right to vote on matters submitted to the Trustee in respect Board of the Charged Property Directors), and the Transferred Rights(y) unless the assignee or transferee, as the case may be, of such rights, benefits and obligations shall have substitutedthe same duties as if they were a director taking into account the foregoing, or in each case of (x) and (y) subject to the provisions of Article 7.3 which shall substitute concurrently with such assignment or transfer, itself as apply mutatis mutandis to the principal debtor under these presents pursuant to Clause 18aforementioned observers.
Appears in 1 contract
COVENANTS BY THE ISSUER. The Issuer hereby covenants and undertakes with the Trustee that, and each Subordinated Debtholder that for so long as any of the Notes remains Subordinated Debt shall remain outstanding, it will:
(a) subject as soon as reasonably practicable give to Clause 11(C), maintain Agents the Trustee any information which the Trustee may require in accordance with order to discharge its duties and obligations as a trustee under this Deed and the Conditionsother Transaction Documents relating to the Issuer’s affairs to the extent permitted by law;
(b) at all times, exercise diligence in carrying out its business in a proper and efficient manner which should ensure, amongst other things, that all approvals, licences, consents and rights necessary for the conduct of its business are obtained and are kept in force and effect;
(c) at all times maintain a paying agent in Malaysia;
(d) procure the Paying Agent to notify the Trustee through the Facility Agent, in the event that the Paying Agent does not receive payment from the Issuer by the due date for any payment in respect of the Subordinated Debt or any of them as required under this Deed and the Conditions;
(e) keep and procure that its subsidiaries keep such mantain proper books of and accounts as may be necessary at all times and to comply with all applicable laws and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to provide the Trustee and any person appointed by it all public financial statements of or the Issuer at all reasonable times during business hours;
(c) give notice in writing auditors to access to such books and accounts to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith extent permitted by law during normal business hours upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5reasonable notice;
(f) so far as permitted by applicable laws immediately notify the Trustee (and regulations at all times give the Trustee shall deliver to the Trustee such information as it shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b)Subordinated Debtholders or Rating Agency upon reasonable request) for the purposes of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, signed by two members of the Board of Directors certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the “Certified Date”) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Relevant Event or (if such is not the case) specifying the same;
(h) so far as permitted by applicable law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests);event that:
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance Issuer becomes aware of any publication a copy Enforcement Event, Winding Up Proceeding or that such other right or remedy under the terms, provisions and covenants of the form Subordinated Debt and the Transaction Documents have become immediately enforceable;
(ii) the Issuer becomes aware of notice (if any) required to be given by any event or circumstance that has occurred that would materially prejudice the ability of the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with perform its obligations under the Agency Agreement and, without Subordinated Debt or the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the sameTransaction Documents;
(kiii) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require becomes aware of any substantial change in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchangenature of the business of the Issuer;
(liv) at any time after the Issuer, and, to the extent that the Issuer has received such information from becomes aware of any change in the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee withholding tax position applicable to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled payments by the Issuer for its own account under the Subordinated Debt or request from if the Borrower for delivery Issuer becomes subject to the Trustee forthwith upon being so requested a taxing jurisdiction in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, addition to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accountsMalaysia;
(mv) give notice to the Borrower and Issuer becomes aware of any potential Enforcement Event or potential Winding Up Proceeding against the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereofIssuer;
(nvi) deliver to the Trustee all information received by it under Issuer becomes aware of any change in the Loan Agreement (to proposed utilisation of the extent permitted by applicable law)proceeds from the issue of the Subordinated Debt as compared with that set out in the Transaction Documents;
(ovii) request the Issuer becomes aware of any other matter that may materially prejudice the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent does not, on or before the due date for payment in respect interests of the Notes or any of them, receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such NotesSubordinated Debtholders;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(q) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made;
(r) use reasonable endeavours to assist the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty in accordance with the terms of the Loan Agreement;
(s) if payments of principal, premium, if any or interest in respect of the Notes by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordingly; and
(t) without the prior written consent of the Trustee, not assign or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect of the Charged Property and the Transferred Rights) unless the assignee or transferee, as the case may be, of such rights, benefits and obligations shall have substituted, or shall substitute concurrently with such assignment or transfer, itself as the principal debtor under these presents pursuant to Clause 18.
Appears in 1 contract
Samples: Trust Deed
COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee that, so long as any of the Notes remains outstandingoutstanding (or, it will:
(a) subject to Clause 11(Cin the case of Clauses 13(G), maintain Agents in accordance with the Conditions;
(b13(H), 13(L), 13(M), 13(O) at all times keep and procure that its subsidiaries keep such books 13(Q), so long as any of accounts as may be necessary to comply with all applicable laws and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to the Trustee and any person appointed by it all public financial statements of the Issuer at all reasonable times during business hours;
(c) give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is relative Coupons remains liable to prescription or, in any way challenged or contested or otherwise cast into doubt;the case of Clause 13(N), until the expiry of a period of 30 days after the Relevant Date) it shall:
(eA) give notice in writing or procure to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times give be given to the Trustee such opinions, certificates and information as it shall be entitled to hereunder reasonably require and in such form as it shall reasonably require (including, but including without prejudice to limitation the generality procurement of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b)15.3) for the purposes purpose of the discharge or exercise of the duties duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law;
(gB) provide cause to be prepared and certified by its Auditors in respect of each financial accounting period accounts in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of the relevant Stock Exchange;
(C) at all times keep proper books of account with regard to the Group and, at any time after an Event of Default or a Potential Event of Default has occurred or if the Trustee has reasonable grounds to believe that such an event has occurred, so far as permitted by applicable law, allow the Trustee and any person appointed by the Trustee to whom the Issuer shall have no reasonable objection free access to such books of account at all reasonable times during normal business hours provided that such inspection shall only be for the purpose of carrying out the Trustee's duties, rights and powers under these presents and any information so obtained shall only be used or passed on to any other person for the purpose of carrying out such duties, rights and powers;
(D) send to the Trustee two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document issued or sent, or which legally and contractually should have been issued or sent, to its shareholders together with any of the foregoing, and every document issued or sent, or which legally and contractually should have been issued or sent, to holders of securities other than its shareholders (including the Noteholders) as soon as practicable after the issue or publication thereof and, in the case of annual financial statements, in any event within 10 180 days of the end of each financial year;
(E) promptly, upon becoming so aware, give notice in writing to the Trustee of (a) the coming into existence of any Security Interest which would require any security to be given to the Notes pursuant to Condition 4 or (b) the occurrence of any Event of Default or any Potential Event of Default;
(F) give to the Trustee (a) within 14 days of its annual audited financial statements being made available to its members and (b) also within 14 days of any request by the Trustee a certificate in the English language, signed by two members Directors of the Board Issuer, to the effect that, having made all reasonable enquiries, to the best of Directors certifying that up to the knowledge, information and belief of the Issuer as at a specified date not earlier more than seven days prior to the date of before delivering such certificate (the “Certified Date”relevant certification date) no Event of Default or Potential Event of Default had occurred since the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details relevant certification date of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous last such certificate or (or, in the case of the first such certificate, since if none) the date of this Trust Deed) any Relevant Event Deed (or (if such is not the case) specifying the samean event had occurred, giving details of it);
(hG) so far as permitted by applicable law at all times execute all law, do such further documents and do all such further acts and things as may be necessary at any time or times in the reasonable opinion of the Trustee to give for the purpose of giving effect to the terms and conditions of these presents (including the Security Interests)presents;
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(kH) at all times maintain a Principal Paying Agent, other Paying Agents, a Registrar and a Transfer Agent in accordance with the Conditions;
(I) use its best reasonable endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of and the Security Interests in accordance with Clause 4 hereof;
(n) deliver Registrar to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies notify the Trustee forthwith in the event that the Principal Paying Agent it does not, on or before the due date for any payment in respect of the Notes or any of themthem or any of the relative Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full amount in the relevant requisite currency of the moneys payable on such due date on all such NotesNotes or Coupons as the case may be;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(qJ) in the event of the unconditional payment to the Principal Paying Agent Agent, the Registrar or the Trustee of any sum due in respect of the Notes or any of them or any of the relative Coupons being made after the due date for payment thereof, thereof forthwith give or procure to be given notice to the relevant Noteholders in accordance with Condition 14 that such payment has been made;
(rK) use reasonable endeavours to assist maintain the Borrower in order that quotation or listing on the relevant Stock Exchange of those of the Notes which are quoted or listed on the relevant Stock Exchange or, if it obtains relief from withholding is unable to do so having used such endeavours, use all reasonable endeavours to obtain and maintain a quotation or listing of Russian income tax pursuant such Notes on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide;
(L) give notice to any applicable double tax treaty the Noteholders in accordance with Condition 14 of any appointment, resignation or removal of any Principal Paying Agent, Calculation Agent, other Paying Agent, Registrar or Transfer Agent, (other than the terms appointment of the Loan Agreementinitial Principal Paying Agent, Calculation Agent, other Paying Agents, Registrar and Transfer Agent) or any change of any Paying Agent's, Registrar's or Transfer Agent's specified office and (except as provided by the Agency Agreement or the Conditions) at least 30 days prior to such event taking effect; provided always that so long as any of the Notes remains outstanding in the case of the termination of the appointment of the Registrar or the Transfer Agent or so long as any of the Notes remains liable to prescription in the case of the termination of the appointment of the Principal Paying Agent no such termination shall take effect until a new Registrar, Transfer Agent or Principal Paying Agent (as the case may be) has been appointed;
(sM) obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the form of every notice given to the holders of any Notes issued by it in accordance with Condition 14 (such approval, unless so expressed, not to constitute approval of any such notice for the purposes of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the FSMA) of a communication within the meaning of Section 21 of the FSMA);
(N) if payments of principal, premium, if any principal or interest in respect of the Notes or the Coupons by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division subdivision or any authority therein or thereof having power to tax other than or in addition to Luxembourg the United Kingdom or any such political sub-division or any such authority therein or thereofthereof having power to tax, as soon as reasonably practicable immediately upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 8 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg the United Kingdom or any political sub-division thereof or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division thereof or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments of principal or interest in respect of the Notes or the Coupons by the Issuer or shall have become subject as aforesaid such trust deed also (where applicable) to modify Condition 7(b) so that such Condition shall make reference to the other or additional territory, any political sub-division thereof and in such event this Trust Deed any authority therein or thereof having power to tax;
(O) comply with and perform all its obligations under the Agency Agreement and use all reasonable endeavours to procure that the Principal Paying Agent, the other Paying Agents, the Registrar and the Transfer Agent comply with and perform all their respective obligations thereunder and any notice given by the Trustee pursuant to Clause 2.3(A) and not make any amendment or modification to such Agency Agreement without the prior written approval of the Trustee;
(P) in order to enable the Trustee to ascertain the nominal amount of the Notes will be construed accordinglyof each Series for the time being outstanding for any of the purposes referred to in the proviso to the definition of outstanding in Clause 1, deliver to the Trustee as soon as practicable upon being so requested in writing by the Trustee a certificate in writing signed by two Directors of the Issuer setting out the total number and aggregate nominal amount of the Notes of each Series which:
(1) up to and including the date of such certificate have been purchased by the Issuer or any Subsidiary of the Issuer and cancelled; and
(t2) without are at the prior written consent date of such certificate held by, for the benefit of, or on behalf of, the Issuer or any Subsidiary of the TrusteeIssuer;
(Q) procure its Subsidiaries to comply with all applicable provisions of Condition 7(f);
(R) use all reasonable endeavours to procure that each of the Paying Agents makes available for inspection by Noteholders and Couponholders at its specified office copies of these presents, not assign or transfer all or any the Agency Agreement and the then latest audited balance sheet and profit and loss account (consolidated if applicable) of its rightsthe Issuer;
(S) if, benefits and obligations under in accordance with the Loan Agreement (other than to provisions of the Trustee Conditions, interest in respect of the Charged Property and Notes becomes payable at the Transferred Rightsspecified office of any Paying Agent in the United States of America promptly give notice thereof to the relative Noteholders in accordance with Condition 14;
(T) unless upon written demand by the assignee Trustee, give to the Trustee a report by the Directors of the Issuer listing those Subsidiaries of the Issuer which as at the date specified by the Trustee in such demand were (a) Principal Subsidiaries or transferee, as (b) Excluded Subsidiaries for the case may be, purposes of such rights, benefits and obligations shall have substituted, or shall substitute concurrently the Conditions; (U) provide the Trustee with such assignment or transfer, itself as copies of all supplements and/or amendments and/or restatements of the principal debtor under these presents pursuant to Clause 18.Programme Agreement; and
Appears in 1 contract
Samples: Trust Deed
COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee that, so long as any of the Notes remains outstandingoutstanding (or, in the case of paragraphs (g), (h), (l), (m) and (o), so long as any of such Notes or the relative Coupons remains liable to prescription or, in the case of paragraph (n), until the expiry of a period of 30 days after the Relevant Date) it willshall:
(a) subject to Clause 11(C), maintain Agents in accordance with the Conditions;
(b) at all times keep and procure that its subsidiaries keep such books of accounts as may be necessary to comply with all applicable laws and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to the Trustee and any person appointed by it all public financial statements of the Issuer at all reasonable times during business hours;
(c) give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times law, give or procure to be given to the Trustee such opinions, certificates and information as it shall be entitled to hereunder reasonably require and in such form as it shall reasonably require (including, but including without prejudice to limitation the generality procurement of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b16(c)) for the purposes purpose of the discharge or exercise of the duties duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law;
(gb) provide cause to be prepared and audited by the Auditors in respect of each financial accounting period accounts in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of the relevant Stock Exchange in relation to the Notes;
(c) at all times keep and procure its Subsidiaries to keep proper books of account and at any time after the occurrence of an Event of Default or a Potential Event of Default or (in the case of Tier 2 Notes only) a breach of the provisions of these presents or if the Trustee has reasonable grounds to believe that an Event of Default or a Potential Event of Default or (in the case of Tier 2 Notes only) a breach of the provisions of these presents has occurred or is about to occur allow the Trustee and any person appointed by the Trustee to whom the Issuer shall have no reasonable objection free access to such books of account at all reasonable times during normal business hours;
(d) send to the Trustee within 10 days (in addition to any copies to which it may be entitled as a holder of any request securities of the Issuer) two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document issued or sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Holders) as soon as practicable after the issue or publication thereof;
(e) forthwith upon becoming aware thereof give notice in writing to the Trustee of the happening of any Event of Default or any Potential Event of Default or (in the case of Tier 2 Notes only) of any breach of any of the provisions of these presents or (in the case of the Senior Notes only) of the coming into existence of any security) which would require any security to be given to the Notes pursuant to Condition 4 of the Senior Notes;
(f) give to the Trustee (i) within ten days after demand in writing by the Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each financial year commencing with the financial year ending 31 December 2019 and in any event not later than 180 days after the end of each such financial year a certificate in the English language, signed by two members Authorised Persons of the Board Issuer to the effect that to the best of Directors certifying that up to their knowledge, information and belief, having made all reasonable enquiries, as at a specified date not earlier more than seven days prior to the date of before delivering such certificate (the “Certified Date”relevant certification date) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor and had there not existed at any time prior thereto since the Certified Date in respect relevant certification date of the previous such certificate (or, or in the case of the first such certificate, since certificate the date of this Trust Deedhereof) any Relevant Event of Default or Potential Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the relevant certification date of such certificate the Issuer has complied with all its obligations contained in these presents or (if such is not the case) specifying the samerespects in which it has not complied;
(hg) so far as permitted by applicable law law, at all times execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Trustee be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents presents;
(including h) at all times maintain an Issue and Paying Agent, other Paying Agents, a Registrar, a Note Calculation Agent and Reference Xxxxx in accordance with, and to the Security Interests)extent required by, the Conditions;
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best reasonable endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes Issue and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies notify the Trustee forthwith in the event that the Principal Paying Agent it does not, on or before the due date for any payment in respect of the Notes or any of themthem or any of the relative Coupons, receive unconditionally pursuant to the Agency Agreement payment of the full amount in the relevant requisite currency of the moneys payable on such due date on all such NotesNotes or Coupons as the case may be;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(qj) in the event of the unconditional payment to the Principal Issue and Paying Agent or the Trustee of any sum due in respect of the Notes or any of them or any of the relative Coupons being made after the due date for payment thereof, thereof forthwith give or procure to be given notice to the Noteholders relevant Holders in accordance with Condition 14 of the Senior Notes and Condition 21 of the Tier 2 Notes, as the case may be, that such payment has been made;
(rk) if the applicable Final Terms indicates that the Notes are listed, use all reasonable endeavours to assist maintain the Borrower in order that quotation or listing on the relevant Stock Exchange of those of the Notes which are quoted or listed on the relevant Stock Exchange or, if it obtains relief from withholding is unable to do so having used all reasonable endeavours, use all reasonable endeavours to obtain and maintain a quotation or listing of Russian income tax pursuant such Notes on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide and also upon obtaining a quotation or listing of such Notes on such other stock exchange or exchanges or securities market or markets enter into a trust deed supplemental to this Trust Deed to effect such consequential amendments to these presents as the Trustee may reasonably require or as shall be requisite to comply with the requirements of any applicable double tax treaty such stock exchange or securities market;
(l) give not less than 45 days' notice to the Trustee and not less than 30 days' notice to the Holders in accordance with the terms Condition 14 of the Loan AgreementSenior Notes and Condition 21 of the Tier 2 Notes, as the case may be, of any appointment, resignation or removal of any Issue and Paying Agent, Note Calculation Agent, Registrar, Reference Bank or other Paying Agent (other than the appointment of the initial Issue and Paying Agent, Note Calculation Agent, Registrar, Reference Banks and other Paying Agents) after having obtained the prior written approval of the Trustee thereto and of any change of any Paying Agent's, Registrar's or Reference Bank's specified office; PROVIDED ALWAYS THAT so long as any of the Notes remains outstanding in the case of the termination of the appointment of the Registrar or so long as any of the Notes or Coupons remains liable to prescription in the case of the termination of the appointment of the Issue and Paying Agent or the Note Calculation Agent no such termination shall take effect until a new Issue and Paying Agent, Note Calculation Agent or Registrar (as the case may be) has been appointed on terms previously approved in writing by the Trustee;
(sm) obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the form of every notice given to the Holders in accordance with Condition 14 of the Senior Notes and Condition 21 of the Tier 2 Notes, as the case may be (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the Financial Services and Markets Xxx 0000 of the United Kingdom (the FSMA) of any such notice which is a financial promotion (as defined in the FSMA) subject to Section 21 of the FSMA);
(n) if payments of principal, premium, if any principal or interest in respect of the Notes or the relative Coupons by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-sub- division or any authority therein or thereof having power to tax other than or in addition to Luxembourg the United Kingdom or any such political sub-division or any such authority therein or thereofthereof having power to tax, as soon as reasonably practicable immediately upon becoming aware thereof notify the Trustee in writing of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 8 of the Senior Notes or Condition 15 of the Tier 2 Notes, as the case may be, with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg the United Kingdom or any political sub-division thereof or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division thereof or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordingly; and
trust deed also (twhere applicable) without the prior written consent to modify Condition 7.2 of the Trustee, not assign Senior Notes or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect Condition 14.3 of the Charged Property and the Transferred Rights) unless the assignee or transfereeTier 2 Notes, as the case may be, so that such Condition shall make reference to the other or additional territory, any political sub-division thereof and any authority therein or thereof having power to tax;
(o) comply with and perform all its obligations under the Agency Agreement and use all reasonable endeavours to procure that the Issue and Paying Agent, the Registrar and the other Paying Agents comply with and perform all their respective obligations thereunder and any notice given by the Trustee pursuant to Clause 2.3(a) and that the Note Calculation Agent not make any amendment to the Agency Agreement respectively without the prior written approval of the Trustee;
(p) in order to enable the Trustee to ascertain the nominal amount of the Notes of each Series for the time being outstanding for any of the purposes referred to in the proviso to the definition of outstanding in Clause 1, deliver to the Trustee as soon as practicable upon being so requested in writing by the Trustee a certificate in writing signed by two Authorised Persons of the Issuer, setting out the total number and aggregate nominal amount of the Notes of each Series issued by it which:
(i) up to and including the date of such rightscertificate have been purchased by the Issuer or any Subsidiary of the Issuer and cancelled; and
(ii) are at the date of such certificate held by, benefits for the benefit of, or on behalf of, the Issuer or any Subsidiary of the Issuer;
(q) use all reasonable endeavours to procure that each of the Paying Agents and obligations the Registrar makes available for inspection by Holders and Couponholders at its specified office (or by email, upon proof of holding satisfactory to the Paying Agent) copies of these presents, the Agency Agreement and the then latest audited balance sheet and profit and loss account (consolidated if applicable) of the Issuer;
(r) if, in accordance with the provisions of the Conditions, interest in respect of the Notes becomes payable at the specified office of any Paying Agent in the United States of America promptly give notice thereof to the relative Holders in accordance with Condition 14 of the Senior Notes or Condition 21 of the Tier 2 Notes, as the case may be;
(s) furnish, upon the request of a holder of Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder;
(t) give prior written notice to the Trustee of any proposed redemption pursuant to Condition 7.2 or 7.3 (in the case of the Senior Notes) or Condition 14.2, 14.3, 14.4, 14.5, 14.6 or 14.7 (in the case of the Tier 2 Notes) and, if it shall have substitutedgiven notice to the Holders of its intention to redeem any Senior Notes pursuant to Condition 7.3, duly proceed to make drawings (if appropriate) and to redeem Notes accordingly;
(u) promptly provide the Trustee with copies of all supplements and/or amendments and/or restatements of the Dealership Agreement;
(v) use all reasonable endeavours to procure that each of its Subsidiaries observes the restrictions contained in Condition 7.6 (in the case of the Senior Notes) or Condition 14.9 (in the case of the Tier 2 Notes);
(w) if the Issuer shall substitute concurrently with such assignment receive an objection to or transfer, itself as receives notification of a failure to obtain approval in respect of the principal debtor making of any payment or taking of any other action under these presents from the PRA following notification thereof to the PRA pursuant to the Conditions, shall promptly provide a copy thereof to the Trustee; and
(x) use all reasonable endeavours to procure that Euroclear and/or Clearstream, Luxembourg (as the case may be) issue(s) any record, certificate or other document requested by the Trustee under Clause 1816(x) or otherwise as soon as practicable after such request.
Appears in 1 contract
Samples: Second Supplemental Trust Deed
COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee that, so So long as any of the Notes remains outstanding, remain outstanding the Issuer covenants with the Note Trustee that it willshall:
(a) subject to Clause 11(C), maintain Agents at all times carry on and conduct its affairs in accordance a proper and efficient manner and comply with the Conditionsand perform all its obligations under each Transaction Document;
(b) give or procure to be given to the Note Trustee such opinions, certificates, information and evidence as it shall require and in such form as it shall require (including the procurement by the Issuer of all such certificates called for by the Note Trustee pursuant to paragraph (g) of this Clause 15 or paragraph (c) of Clause 17 (Supplement to Trustee Acts)) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under these presents or any other Transaction Document or by operation of law and the Note Trustee may rely on the contents of such opinions, certificates, information and evidence as conclusive evidence of the matters set out therein or the matters to which they relate and shall incur no liability to any person for so doing;
(c) cause to be prepared and certified by its Auditors in respect of each financial accounting period accounts in such form as will comply with all relevant legal and accounting requirements and all requirements for the time being of the FCA and the London Stock Exchange;
(d) at all times keep and procure that its subsidiaries keep such proper books of accounts as may be necessary to comply with all applicable laws account and so as to enable allow the financial statements of the Issuer and its subsidiaries to be prepared and make available to the Note Trustee and any person appointed by it all public financial statements of the Note Trustee to whom the Issuer shall have no reasonable objection free access to such books of account and other relevant records at all reasonable times during normal business hours;
(ce) send to the Note Trustee (in addition to any copies to which it may be entitled as a holder of any securities of the Issuer) two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document issued or sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Noteholders) as soon as practicable after the issue or publication thereof;
(f) forthwith upon becoming aware thereof give notice in writing to the Note Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof and without waiting for the Note Trustee to take any further action;
(dg) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times give to the Note Trustee such information as it shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b)) for the purposes of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, signed by two members of the Board of Directors certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the “Certified Date”) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Relevant Event or (if such is not the case) specifying the same;
(h) so far as permitted by applicable law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests);
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 within seven days in advance of any publication a copy of the form of notice (if any) required to be given after demand by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Note Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent does not, on or before the due date for payment in respect of the Notes or any of them, receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such Notes;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(q) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made;
(r) use reasonable endeavours to assist the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty in accordance with the terms of the Loan Agreement;
(s) if payments of principal, premium, if any or interest in respect of the Notes by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordingly; and
(t) without the prior written consent of the Trustee, not assign or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect of the Charged Property and the Transferred Rights) unless the assignee or transferee, as the case may be, of such rights, benefits and obligations shall have substituted, or shall substitute concurrently with such assignment or transfer, itself as the principal debtor under these presents pursuant to Clause 18.therefor and
Appears in 1 contract
Samples: Trust Deed
COVENANTS BY THE ISSUER. The Issuer hereby covenants with the Trustee that, so So long as any of the Notes remains outstanding, outstanding the Issuer shall: at all times carry on and conduct its affairs in a proper and efficient manner; give to the Trustee such information and evidence as it will:
shall require and in such form as it shall require (a) subject including but without prejudice to the generality of the foregoing the procurement by the Issuer of all such certificates called for by the Trustee pursuant to Clause 11(C14(C) and Clause 14(BB)) for the purpose of the discharge of the duties, maintain Agents trusts, powers, authorities and discretions vested in accordance it under these presents, any other Relevant Document, or by operation of law; cause to be prepared and certified by the Auditors in respect of each financial year, accounts in such form as will comply with the Conditions;
(b) requirements for the time being of the Companies Xxx 0000, The Stock Exchange and the Administration Agreement; at all times keep and procure that its subsidiaries keep such proper books of accounts as may be necessary to comply with all applicable laws account and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available to allow the Trustee and any person appointed by it all public financial statements of the Trustee to whom the Issuer shall have no reasonable objection free access to such books of account at all reasonable times during normal business hours;
; send to the Trustee (cin addition to any copies to which it may be entitled as a holder of any securities of the Issuer) four copies of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document issued or sent to its shareholders together with any of the foregoing, and every document issued or sent to holders of securities other than its shareholders (including the Noteholders) as soon as practicable after the issue or publication thereof; annually, or if sooner, upon becoming aware thereof, give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant any condition, event or act which with the giving of notice and/or the lapse of time and/or the issue of a certificate would constitute an Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times Default; give to the Trustee such information as it shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for a) within seven days after demand by the Trustee pursuant to Clause 17(A)(b)therefor and (b) (without the necessity for any such demand) promptly after the purposes publication of its audited accounts in respect of each financial period commencing with the financial period ending on 30 September, 2005 and in any event not later than 180 days after the end of each such financial period a certificate of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, Issuer signed by two members Directors of the Board of Directors certifying Issuer to the effect that up to as at a specified date not earlier more than seven days prior to the date of before delivering such certificate (the “Certified Date”"relevant date") the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor and had there not existed at any time prior thereto since the Certified Date in respect relevant date of the previous such certificate (or, or in the case of the first such certificate, since certificate the date of this Trust Deedhereof) any Event of Default or any condition, event or act which with the giving of notice and/or the lapse of time and/or the issue of a certificate would constitute an Event of Default (or if such exists or existed specifying the same) and that during the period from and including the relevant date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the relevant date of such certificate the Issuer has complied with all its obligations contained in these presents and in each of the other Relevant Event Documents or (if such is not the case) specifying the same;
(h) so far as permitted by applicable law respects in which it has not complied; at all times execute all such further documents and do all such further documents, acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents and each of the other Relevant Documents; at all times maintain a Reference Agent, Reference Banks and Paying Agents in accordance with Class A Conditions 4 and 6 and Class B Conditions 4 and 6 and Class C Conditions 4 and 6; procure the Principal Paying Agent to notify the Trustee forthwith in the event that it does not, on or before the due date for any payment in respect of the Notes (including or any of them) or the Security Interests);
(i) Coupons, receive unconditionally pursuant to the extent not unlawfulAgency Agreement payment of the full amount in sterling of the moneys payable in accordance with the Conditions on such due date in respect of all such Notes or Coupons as the case may be; in the case of Definitive Notes, use its best endeavours to send in the event of the unconditional payment to the Trustee for approval at least 7 days in advance Principal Paying Agent of any publication a copy sum due in respect of the form Notes (or any of notice (if anythem) required or the Coupons being made after the due date for payment thereof forthwith give or procure to be given by the Issuer Notice to the Noteholders in accordance with Class A Condition 14;12, Class B Condition 13 or Class C Condition 13 as the case may be, that such payment has been made; use reasonable endeavours to:
(j1) observe make or cause to be made an application to the Financial Services Authority, in its capacity as UK Listing Authority (the "UK Listing Authority") for the Notes to be admitted to the official list maintained by the UK Listing Authority (the "Official List") and an application to the London Stock Exchange plc (the "London Stock Exchange") for the Notes to be admitted to trading on the London Stock Exchange; and
(2) maintain such admission of the Notes to the Official List and trading on the London Stock Exchange (including compliance with the continuing obligations applicable to the issuer by virtue of the admission of the Notes thereto), or, if it is unable to do so having used reasonable endeavours, use reasonable endeavours to obtain and maintain a quotation or listing of the Notes on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide and shall also use reasonable endeavours to procure that there will at all times be furnished to such other stock exchange or securities market such information as the relevant stock exchange or securities market may require to be furnished in accordance with its requirements and shall also upon obtaining a quotation or listing of the Notes on such other stock exchange or exchanges or securities market or markets enter into a deed supplemental to this Trust Deed to effect such consequential amendments to these presents as the Trustee may require or as shall be requisite to comply with the requirements of any such stock exchange or securities market; give notice to the Noteholders and to the Rating Agencies in accordance with Class A Condition 12, Class B Condition 13 or Class C Condition 13 of any appointment, resignation or removal of the Reference Agent or any Reference Bank or Paying Agent (other than the appointment of the initial Reference Agent, Reference Bank and Paying Agent) after having obtained the approval of the Trustee thereto or change of any Paying Agent's specified office and (except as provided by the Agency Agreement) at least 30 days prior to such event taking effect; PROVIDED THAT so long as any of the Notes remains outstanding, in the case of the termination of the appointment of the Reference Agent or the Principal Paying Agent, no such termination shall take effect until a new Reference Agent or Principal Paying Agent (in the City of London) has been appointed on terms approved by the Trustee and PROVIDED THAT the specified offices of all Paying Agents shall be located outside the United States; obtain the prior written approval of the Trustee to, and promptly give to the Trustee, or ensure that the Trustee receives, four copies of, the form of every notice given to the Noteholders in accordance with Class A Condition 12, Class B Condition 13 or Class C Condition 13; comply with and perform all its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best endeavours to procure that there will be furnished the Reference Agent and the Paying Agents comply with and perform all their respective obligations thereunder and not make any amendment or modification thereto without the prior written approval of the Trustee; in order to any stock exchange on which enable the Trustee to ascertain the number of Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with outstanding for any such stock exchange;
(l) at any time after of the Issuer, and, purposes referred to in the proviso to the extent that the Issuer has received such information from the Borrowerdefinition of "outstanding" contained in Clause 1, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate in writing signed by two Directors of the Issuer signed by two members setting out separately in relation to the Notes (and distinguishing between the Principal Amount Outstanding of the Board Class A Notes, the Class B Notes and the Class C Notes respectively) which:
(1) up to and including the date of Directors setting out such certificate have been purchased by the total number of Notes which, Issuer and cancelled; and
(2) are at the date of such certificate, are certificate beneficially held and not yet cancelled by or for the account of the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, (to the best of their knowledge) PFPLC, PPF or the Borrower’s knowledge, by a Administrator or any of their respective subsidiaries or holding company of the Borrower companies or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary subsidiaries of such holding company companies; at all times comply with and perform all its obligations under these presents and under the Relevant Documents and use its best endeavours to procure that the other parties thereto, other than the Trustee, comply with and perform all their respective obligations thereunder and not make any amendment or such shareholder modification thereto or by agree to waive or authorise any person on behalf breach thereof without the prior written approval of the BorrowerTrustee and the Rating Agencies; not at any time approve or agree or consent to any act or thing whatsoever under these presents without the prior written approval of the Trustee and do, such subsidiariesor refrain from doing, such holding companies any act or such shareholder for their respective accounts;
(m) give notice thing in relation thereto as the Trustee may require; at all times comply with any direction given by the Trustee in relation to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent does not, on or before the due date for payment in respect of the Notes or any of them, receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such Notes;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(q) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith Security; promptly give notice to the Noteholders in accordance with Class A Condition 12, Class B Condition 13 or Class C Condition 13 of the exercise by the Trustee of its rights under Clause 5.5.1 of the Administration Agreement; procure that such payment has been made;
(r) use reasonable endeavours to assist there will at all times be an administrator of the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty Mortgages in accordance with the terms of the Loan Administration Agreement or Substitute Administrator Agreement;
(s) if payments of principal; not, premium, if any or interest in respect of the Notes by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordingly; and
(t) without the prior written consent of the TrusteeTrustee and the Rating Agencies, not assign or transfer all or any cancel the undrawn part of its rights, benefits and obligations under the Loan Agreement (other than facilities made available to the Trustee Issuer in whole or in part pursuant to the Subordinated Loan Agreement; at the same time as giving notice to the Class A Noteholders of the aggregate Principal Payment in respect of Class A Notes to be redeemed pursuant to Class A Condition 5(a) and to the Charged Property Class B Noteholders of the Principal Amount Outstanding pursuant to Class B Condition 5(b)(ii) and to the Class C Noteholders of the Principal Amount Outstanding pursuant to Class C Condition 5(b)(ii), give notice to the Class B Noteholders and the Transferred RightsClass C Noteholders of the amount standing to the debit of the Principal Deficiency Ledger as at the relevant Principal Determination Date (as defined in the Administration Agreement); not enter into any hedging arrangements pursuant to the Swap Agreement or enter into any Cap (as defined in the Administration Agreement) unless if to do so would adversely affect any of the assignee then current ratings of the Notes; upon conversion of any Mortgage which is not a Fixed Rate Mortgage, Capped Rate Mortgage or transfereeCollared Rate Mortgage (each as defined in the Administration Agreement) into a Fixed Rate Mortgage, Capped Rate Mortgage or Collared Rate Mortgage or in relation to any Fixed Rate Mortgage, Capped Rate Mortgage or Collared Rate Mortgage acquired by the Issuer following the Closing Date (as defined in the Administration Agreement), at any time enter into hedging arrangements if not to do so would adversely affect any of the then current ratings of the Notes; not enter into any Cap on terms which would oblige the Issuer to make any payment to the Cap Provider (as defined in the Administration Agreement) except for any initial payment to purchase such Cap made subject to, and in accordance with, the terms of the Deed of Charge; in relation to any swap or other hedging arrangements entered into by the Issuer after the Closing Date, as soon as reasonably practicable after the case may bedate those swap or hedging arrangements are entered into (a "Later Hedge Date"), and in any event no later than 90 days after the relevant Later Hedge Date, use reasonable endeavours to obtain confirmations recording the swap or other hedging arrangements entered into by the Issuer on the relevant Later Hedge Date (the "Later Confirmations"), and as soon as reasonably practicable after the Issuer receives such Later Confirmations send a copy of such rightsthose Later Confirmations (in accordance with any of the methods described in Clause 25) to the Trustee; and in relation to any swap or other hedging arrangements entered into by the Issuer after the Closing Date, benefits and obligations shall have substitutedas soon as reasonably practicable after a Later Hedge Date, or shall substitute concurrently but in any event no later than 14 days after the relevant Later Hedge Date, provide the Trustee with such assignment or transfer, itself as the principal debtor under these presents pursuant to Clause 18financial terms of the swap or other hedging arrangements entered into by the Issuer on the Later Hedge Date. Such details shall include, but shall not be limited to, where applicable, the notional amount, the trade date, the effective date, the termination date and the interest rates.
Appears in 1 contract
Samples: Trust Deed
COVENANTS BY THE ISSUER. 8.1 The Issuer hereby covenants with the Trustee TlUstee that, so long as any of the Subordinated Notes remains shall remain outstanding, it willshall:
(a) subject at all times perfOlUl and cany out all its obligations under all the Issue Documents and promptly comply with the provisions and tenns and conditions of the Issue Documents and the Conditions (including but not limited to Clause 11(C)redeeming the Subordinated Notes in full (save for Subordinated Notes issued after the Effective Date where redemption in part is allowed, maintain Agents and for such Subordinated Notes, redeem in full or in part) on the relevant Maturity Date(s) or any other date on which the Subordinated Notes are due and payable in accordance with the Conditionstenns and conditions of the Issue Documents) and ensure that it shall immediately notify the TlUstee in the event that it is unable to fulfil or comply with any of the provisions of the Issue Documents;
(b) at all times keep and procure that its subsidiaries keep such books of accounts as may be necessary to comply with all applicable laws and so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available promptly give to the Trustee TlUstee from time to time such information as the TlUstee may reasonably require in order to discharge its duties and any person appointed obligations as tlUstee under this TlUst Deed and the other Issue Documents relating to the Issuer's affairs to the extent permitted by it all public financial statements of the Issuer at all reasonable times during business hourslaw;
(c) give notice at all times maintain a Paying Agent who is based in writing to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further actionMalaysia;
(d) give notice forthwith in writing to the Trustee if it becomes aware procure that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times give to the Trustee such information as it Paying Agent shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b)) for the purposes of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, signed by two members of the Board of Directors certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the “Certified Date”) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Relevant Event or (if such is not the case) specifying the same;
(h) so far as permitted by applicable law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests);
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of TlUstee, tlu'ough the same;
(k) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the IssuerFacility Agent, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies the Trustee forthwith fOlthwith in the event that the Principal Paying Agent does not, on or before the due date for payment in respect of the Notes or any of themSubordinated Notes, receive unconditionally from the Issuer in the manner provided in this TlUst Deed and the Conditions the full amount in the relevant currency of the moneys payable on such due date on all such Subordinated Notes;
(pe) not less than immediately notify the number of days specified TlUstee in the relevant Condition prior to event that the redemption, repurchase or repayment date Issuer becomes aware of:
(i) any substantial change in respect of any Note, give to the Trustee notice in writing nature of the amount business ofthe Issuer; KM7, OOO,OOO, OOO.OO Subordinated Note Programme
(ii) any change in the utilisation of such redemptionproceeds from the Subordinated Notes as set out in the InfOlmation Memorandum, repurchase the submission to SC carrying the Issuer's declaration dated 13 Januaty 2012 or repayment pursuant any of the Issue Documents, which sets out the specific purpose for which the proceeds are to the Conditionsbe utilised;
(qiii) in any other circumstances or matter whether or not occurred that may materially prejudice (a) the event interest of the unconditional payment to the Principal Paying Agent Subordinated Noteholders or the Trustee Issuer; or (b) the ability of the Issuer to perfonn its obligations under the Subordinated Notes, the Conditions or the Issue Documents or any sum due secUlity included in respect of or created by the Notes or any of them being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been madethis Trust Deed;
(riv) use reasonable endeavours to assist any change in the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty in accordance with the terms position or taxing jurisdiction of the Loan AgreementIssuer;
(sv) (i) the occurrence of any Event of Default; or (ii) such other right or remedy (if payments of principalany) under the terms, premium, if any or interest in respect provisions and covenants of the Subordinated Notes by and the Issue Documents, which have become immediately enforceable, fOl1hwith upon becoming aware thereof, and the Issuer shall become subject generally take reasonable steps and/or such other steps as may reasonably be requested by the Trustee to remedy and/or mitigate the taxing jurisdiction effect of the Event of Default;
(vi) the happening of any territory event that has caused or could cause one or more of the following: (a) any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify amount payable under the Trustee of such event and Subordinated Notes become immediately payable; (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (or, as the case may be, the addition tob) the references therein to Luxembourg Subordinated Notes become immediately enforceable; or (c) any political sub-division other rights or any authority therein remedies under the telms and conditions of the Subordinated Notes or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this the Trust Deed and the Notes will be construed accordingly; and
(t) without the prior written consent of the Trustee, not assign or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect of the Charged Property and the Transferred Rights) unless the assignee or transferee, as the case may be, of such rights, benefits and obligations shall have substituted, or shall substitute concurrently with such assignment or transfer, itself as the principal debtor under these presents pursuant to Clause 18.become immediately enforceable;
Appears in 1 contract
Samples: Trust Deed
COVENANTS BY THE ISSUER. (A) The Issuer hereby covenants with the Trustee thatthat it will comply with and perform and observe all the provisions of these presents which are expressed to be binding on it. The Trustee shall be entitled to enforce the obligations of the Issuer under these presents.
(B) The Issuer further covenants with the Trustee that so long as any of the Notes remain outstanding the Issuer shall:
(1) do or cause to be done all things necessary to preserve and keep in full force and effect its existence;
(2) pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed upon the Issuer or any Subsidiary or upon the income, profits or property of the Issuer or any Subsidiary, and (b) all lawful claims for labour, materials and supplies which, if unpaid, might by law become a lien upon the property of the Issuer or any Subsidiary; provided, however, that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings;
(3) notify the Trustee in writing immediately upon becoming aware of the occurrence of any Event of Default, Potential Event of Default, Noteholder Redemption Event or Potential Noteholder Redemption Event;
(4) so far as permitted by applicable law, give (or procure the giving of) to the Trustee such information, opinions, certificate, evidence and assistance as it may reasonably require to carry out the trusts of these presents or by operation of law;
(5) (a) for so long as any of the Notes remains outstanding, it will:
(a) subject to Clause 11(C), maintain Agents in accordance with the Conditions;
(b) at all times keep and procure that its subsidiaries keep such books of accounts as may be necessary to comply with all applicable laws and so as to enable the financial statements within 75 days of the Issuer and its subsidiaries to be prepared and make available to the Trustee and any person appointed by it all public financial statements end of the Issuer at all reasonable times during business hours;
(c) give notice in writing to the Trustee of the occurrence of any Event of Default or Relevant Event forthwith upon becoming aware thereof and without waiting for the Trustee to take any further action;
(d) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of this Trust Deed, the Notes or the Loan Agreement is in any way challenged or contested or otherwise cast into doubt;
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times give to the Trustee such information as it shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b)) for the purposes of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, signed by two members of the Board of Directors certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the “Certified Date”) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case each of the first such certificate, since the date of this Trust Deed) any Relevant Event or (if such is not the case) specifying the same;
(h) so far as permitted by applicable law at all times execute all such further documents three calendar year quarters and do all such further acts and things as may be necessary at any time or times in the opinion within 100 days of the Trustee to give effect to the terms and conditions end of these presents (including the Security Interests);
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 14;
(j) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best endeavours to procure that there will be furnished to any stock exchange on each calendar year during which the Notes are from time issued and outstanding, furnish to time listed or quoted such information each holder of the Notes, a completed quarterly report in relation the form of the Fourth Schedule to the Issuer Trust Deed; notwithstanding the foregoing, (i) so long as such stock exchange may require in accordance with its normal requirements or in accordance with “Cede & Co.” is the registered holder of any arrangements for of the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the BorrowerNotes, the Borrowerinformation required to be provided to such holder hereunder shall be furnished to Xxxxx, any subsidiary of the BorrowerXxxxxxxx & Xxxxx, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer signed by two members of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, to the best of the Borrower’s knowledge, by a holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable law);
(o) request that the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent does not, on or before the due date for payment in respect of the Notes or any of them, receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such Notes;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(q) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made;
(r) use reasonable endeavours to assist the Borrower in order that it obtains relief from withholding of Russian income tax pursuant to any applicable double tax treaty in accordance with the terms of the Loan Agreement;
(s) if payments of principal, premium, if any or interest in respect of the Notes by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes will be construed accordinglyInc; and
(t) without the prior written consent of the Trustee, not assign or transfer all or any of its rights, benefits and obligations under the Loan Agreement (other than to the Trustee in respect of the Charged Property and the Transferred Rights) unless the assignee or transferee, as the case may be, of such rights, benefits and obligations shall have substituted, or shall substitute concurrently with such assignment or transfer, itself as the principal debtor under these presents pursuant to Clause 18.
Appears in 1 contract
COVENANTS BY THE ISSUER. 14.1 The Issuer hereby covenants with the Trustee that, (for so long as any of the Notes remains remain outstanding, ) hereby covenants with the Trustee that it will:
(a) subject to Clause 11(C), maintain Agents in accordance with the Conditions;
(b) at all times keep and procure that its subsidiaries keep such proper books of accounts account as may be necessary to comply with all applicable laws and as so as to enable the financial statements of the Issuer and its subsidiaries to be prepared and make available and, at any time after the occurrence of an Event of Default or a Potential Event of Default or if the Trustee has reasonable grounds to believe that an Event of Default or a Potential Event of Default has occurred, allow so far as permitted by applicable law the Trustee and any person appointed by it all public financial statements of the Trustee to whom the Issuer shall have no reasonable objection free access to such books of account at all reasonable times during normal business hours;
(b) observe and comply with its obligations under the Agency Agreement and not make any amendment or modification to such Agency Agreement without the prior written approval of the Trustee;
(c) give notice in writing promptly deliver to the Trustee of the occurrence Trustee, forthwith upon its becoming aware of any Event of Default or Relevant Potential Event forthwith upon becoming aware thereof of Default, an Officer's Certificate specifying such Event of Default or Potential Event of Default and without waiting for the Trustee action which the Issuer proposes to take any further actionwith respect thereto;
(d) give notice forthwith in writing deliver to the Trustee if it becomes aware that the legalityannual financial statements of the Issuer within 180 days of the end of each financial year and, validity promptly after they are dispatched, all material documents dispatched to all creditors generally of the Issuer or enforceability any of this Trust Deedits Significant Subsidiaries (as defined in Condition 10(a) (Events of Default and Enforcement—Events of Default)) (being such documents contemplating a composition, the Notes compromise or the Loan Agreement is in any way challenged or contested or otherwise cast into doubtpre-insolvency arrangement with their respective creditors);
(e) give notice in writing to the Trustee of any proposed early redemption pursuant to Condition 5;
(f) so far as permitted by applicable laws and regulations at all times give to the Trustee such information as it shall be entitled to hereunder and in such form as it shall require (including, but without prejudice to the generality of the foregoing, all such certificates called for by the Trustee pursuant to Clause 17(A)(b)) for the purposes of the discharge of the duties and discretions vested in it under these presents or by operation of law;
(g) provide to the Trustee within 10 days of any request by the Trustee a certificate in the English language, signed by two members of the Board of Directors certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the “Certified Date”) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Relevant Event or (if such is not the case) specifying the same;
(h) so far as permitted by applicable law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the terms and conditions of these presents (including the Security Interests);
(i) to the extent not unlawful, use its best endeavours to send to the Trustee for approval at least 7 three business days in advance of any publication a copy of the form of notice (if any) required to be given by the Issuer to the Noteholders in accordance with Condition 1413 (Notices) (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the FSMA of a communication within the meaning of Section 21 of the FSMA);
(jf) observe and comply with its obligations under the Agency Agreement and, without the prior written consent of the Trustee or an Extraordinary Resolution or Written Resolution as provided under these presents, not agree to any amendment to or modification or waiver of the terms of the Loan Agreement unless permitted under Clause 20 hereof expressly required by law in which case the amendment, modification or waiver shall only be agreed to the extent so required and the Issuer undertakes to notify the Noteholders of the same;
(k) at all times use its best endeavours to procure that there will be furnished to any stock exchange on which the Notes are from time to time listed or quoted such information in relation to the Issuer as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;
(l) at any time after the Issuer, and, to the extent that the Issuer has received such information from the Borrower, the Borrower, any subsidiary of the Borrower, any holding company of the Borrower or of a subsidiary of the Borrower, any shareholder of the Borrower, any other subsidiary of such holding company or such shareholder or any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder shall have purchased any Notes and retained such Notes for its own account, notify the Trustee to that effect and thereafter deliver to the Trustee forthwith upon being so requested in writing by Trustee, on or before a date not more than 180 days after the Trustee a certificate end of each fiscal year of the Issuer signed by two members and within 14 days of the Board of Directors setting out the total number of Notes which, at the date of such certificate, are held and not yet cancelled by the Issuer for its own account or a request from the Borrower for delivery to the Trustee forthwith upon being so requested in writing by the Trustee a Borrower’s Trustee, an Officer's Certificate setting out the total aggregate principal amount of Notes which, at the date of such certificate, are held and not yet cancelled by the Borrower or any subsidiary of the Borrower for its or the subsidiary’s own account or, Issuer stating that to the best of each of their knowledge the Borrower’s knowledgeIssuer has kept, by a holding company observed, performed and fulfilled each and every covenant contained in these presents and complied with these presents and is not in default in the performance or observance of any of the Borrower or terms, provisions and conditions hereof (or, if an Event of a subsidiary Default shall have occurred, describing all such Events of the Borrower, any shareholder Default of the Borrower, any other subsidiary of such holding company or such shareholder or by any person on behalf of the Borrower, such subsidiaries, such holding companies or such shareholder for their respective accounts;
(m) give notice to the Borrower and the Principal Paying Agent of the Security Interests in accordance with Clause 4 hereof;
(n) deliver to the Trustee all information received by it under the Loan Agreement (to the extent permitted by applicable lawwhich he may have knowledge);
(o) request that the Principal Paying Agent notifies the Trustee forthwith in the event that the Principal Paying Agent does not, on or before the due date for payment in respect of the Notes or any of them, receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such Notes;
(p) not less than the number of days specified in the relevant Condition prior to the redemption, repurchase or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption, repurchase or repayment pursuant to the Conditions;
(qg) in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made;
(rh) use reasonable endeavours not less than the number of days specified in the relevant Condition prior to assist the Borrower redemption, repurchase or repayment date in order that it obtains relief from withholding respect of Russian income tax any Note, give to the Trustee notice in writing by the Issuer of the amount of such redemption, repurchase or repayment pursuant to any applicable double tax treaty in accordance with the terms of the Loan AgreementConditions;
(si) if, in relation to any issue of Notes, it is agreed between the Issuer and the Relevant Dealer(s) or the Lead Manager(s) on behalf of the Relevant Dealer(s), as the case may be, to list the Notes on a Stock Exchange, to use its commercially reasonable efforts to obtain and maintain the listing of the Notes on the Stock Exchange for as long as any Note of such Series is outstanding; provided that if at any time the Issuer determines that it will not maintain such listing, it will obtain prior to the delisting of the Notes from such Stock Exchange, and thereafter use its best efforts to maintain, a listing of such Notes on another "recognised stock exchange" as defined in Section 1005 of the Income Tax Act 2007 of the United Kingdom;
(j) if payments of principal, premium, if any principal or interest in respect of the Notes by the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division or any authority therein or thereof having power to tax other than or in addition to Luxembourg the Netherlands or any such political sub-division or any such authority therein or thereof, as soon as reasonably practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 7 8 (Taxation) with the substitution for (or, as the case may be, the addition to) the references therein to Luxembourg the Netherlands or any political sub-division or any authority therein or thereof having power to tax of references to that other or additional territory or any political sub-division or any authority therein or thereof having power to tax to whose taxing jurisdiction such payments shall have become subject as aforesaid and in such event this Trust Deed and the Notes these presents will be construed accordingly; and;
(tk) without at any time after the prior written consent of Issuer shall have purchased any Notes and retained such Notes for its own account, and after being so requested by the Trustee, not assign or transfer all or any of its rights, benefits notify the Trustee to that effect and obligations under the Loan Agreement (other than deliver to the Trustee in respect promptly an Officer's Certificate setting out the total number of Notes which, at the date of such certificate, are held by or for the benefit of the Charged Property Issuer or any Subsidiary of the Issuer for its or the Subsidiary's own account;
(l) notify the Trustee in writing within 180 days after the end of each fiscal year of the Subsidiaries that qualify as Significant Subsidiaries;
(m) so far as permitted by applicable laws and regulations at all times give to the Transferred RightsTrustee such information as it shall be entitled to hereunder and in such form as it shall reasonably require (including, but without prejudice to the generality of the foregoing, all such certificates called for by the Trustee pursuant to Clause 16(b) unless (Supplement to Trustee Act 1925)) for the assignee or transferee, as purposes of the case may be, discharge of such rights, benefits the duties and obligations shall have substituted, or shall substitute concurrently with such assignment or transfer, itself as the principal debtor discretions vested in it under these presents or by operation of law;
(n) give notice in writing to the Trustee of any proposed early redemption pursuant to Clause 18.Condition 7 (Redemption and Purchase);
(o) procure the delivery of any legal opinions required to be delivered pursuant to these presents and the Agency Agreement to be addressed to the Trustee and dated the date of such delivery, in form and content acceptable to the Trustee;
(p) comply with and perform and observe all the provisions of these presents and the Conditions which are binding on it. The Conditions shall be binding on each of the Issuer and the Noteholders. The Trustee shall be entitled to enforce the obligations of the Issuer under the Conditions as if the same were set out and contained in this Trust Deed which shall be read and construed as one document with the Conditions and the Notes;
(q) give or procure to be given to the Trustee such opinions, certificates, information and other evidence as the Trustee shall reasonably require and in such form as it shall require for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under these presents or by operation of law; (r) give notice forthwith in writing to the Trustee if it becomes aware that the legality, validity or enforceability of these presents is in any way challenged or contested or otherwise cast into doubt;
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Samples: Trust Deed (VEON Ltd.)
