NOTE TRUSTEE. At any time after an Event of Default has occurred in relation to a US$ Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may:
(a) by notice in writing to the Trustee, the Trust Manager, the Principal Paying Agent, the other Paying Agents (if any) and the Calculation Agent, require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either:
(i) to act as Principal Paying Agent, Paying Agent and Calculation Agent respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions for the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and
(ii) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the US$ Notes on behalf of the Note Trustee; or
(iii) to deliver up all Definitive Notes and all amounts, documents and records held by them in respect of the US$ Notes to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which such Paying Agent or Calculation Agent (as the case may be) is obliged not to release by any law or regulation; and
(b) by notice in writing to the Trustee require it to make all subsequent payments in respect of the US$ Notes to or to the order of the Note Trustee and not to the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn, clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Series Notice and the Conditions to the Note Trustee in accordance with paragraph (b) shall be a good discharge to the Trustee to the extent of such payment.
NOTE TRUSTEE. SIGNED by ) for and on behalf of ) THE BANK OF NEW YORK ) .....................................
NOTE TRUSTEE. For the avoidance of doubt, this provision also applies to any obligation on the Trustee to convert currencies upon termination of each of the Swap Agreements in the event that no replacement Swap Counterparty is appointed ;
NOTE TRUSTEE. In acting under and in accordance with this Agreement a Note Trustee shall act in accordance with the relevant Note Indenture and shall seek any necessary instruction from the relevant Noteholders, to the extent provided for, and in accordance with, the relevant Note Indenture, and where it so acts on the instructions of the Noteholders, the Note Trustee shall not incur any liability to any person for so acting other than in accordance with the Note Indenture. Furthermore, prior to taking any action under this Agreement or the relevant Debt Documents, as the case may be, the Note Trustee may reasonably request and rely upon an opinion of counsel or opinion of another qualified expert, at the Parent’s expense, as applicable; provided, however, that any such opinions shall be at the expense of the relevant Noteholders, if such actions are on the instructions of the relevant Noteholders.
NOTE TRUSTEE. 12 7.1 Capacity ...................................................12 7.2 Exercise of rights .........................................12 7.3 Instructions or directions .................................12 7.4 Payments ...................................................12 7.5 Notices ....................................................12 7.6 Bearer Noteholder as Couponholder ..........................12 -------------------------------------------------------------------------------- Page (ii) --------------------------------------------------------------------------------
NOTE TRUSTEE not responsible for investigations
NOTE TRUSTEE. 3.1 The Note Trustee for each Funding Issuer, for the purposes of Clause 17.1 (Modifications to Transaction Documents) of the Funding Deed of Charge, hereby consents to the amendments to the Seventh Amended and Restated Administration Agreement, and is a party to this Deed solely for the purposes of providing such consent.
NOTE TRUSTEE. In making a determination under this Clause 8, the Security Trustee may rely upon a direction from the Note Trustee.
NOTE TRUSTEE. The Bank of New York One Canada Square Loxxxx X00 0XX Xxx xxx xxxxxxxxx xx: Xxxxxx Xxxxxxxxxx Xxxxxxx - Xxrporate Trust Facsimile: + 44 (0) 20 7964 6061/6399 or to such other address or facsimixx xxxxxx xx xxxxx have been notified (in accordance with this Clause) to the other party hereto and any notice or demand sent by post as aforesaid shall be deemed to have been given, made or served three days in the case of inland post or seven days in the case of overseas post after despatch and any notice or demand sent by facsimile transmission as aforesaid shall be deemed to have been given, made or served on report of successful transmission.
