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Common use of Substitution Clause in Contracts

Substitution. The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, in place of the Issuer (or of any previous substitute) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.

Appears in 11 contracts

Samples: Supplemental Trust Deed, Supplemental Trust Deed, Supplemental Trust Deed

Substitution. The Trustee mayUnless otherwise provided in the Trust Agreement, without the consent right to substitute a Qualified Substitute Mortgage Loan for any Deleted Mortgage Loan that is an asset of the ETP Securityholders, but subject Trust shall be limited to (i) in the prior consent case of each Authorised Participant and the Margin Loan Provider, agree substitutions pursuant to the substitution, in place of the Issuer (Section 2.03(a) or of any previous substitute2.03(c) as the principal debtor under the Security Documentshereof, the other Programme Documents to which it is a party one-year period beginning on the Closing Date and (ii) in the ETP Securities of each Series, case of any other company substitution, the three-month period beginning on the Closing Date. As to any Deleted Mortgage Loan for which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans, Saxon or the Seller, as the case may be, shall effect such substitution by delivering to the Custodian for each such Qualified Substitute Mortgage Loan the related Mortgage Note, the related Security Instrument, the related Assignment(s), and such other documents and agreements, with all necessary endorsements thereon, as are required to be included in the Trustee Mortgage Loan File pursuant to Sections 1.01 and 2.01 hereof, together with a certificate of an Officer of Saxon to the effect that each such Qualified Substitute Mortgage Loan complies with the terms of the Trust Agreement and notify the Master Servicer and the Trustee in writing of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust and will be retained by Saxon or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the first day of the month in which the substitution occurs, and Saxon or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Trust Agreement and the substitution of each such Qualified Substitute Mortgage Loan. Each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the Trust Agreement in all respects (incorporated including the representations and warranties of Saxon with respect to the Mortgage Loans set forth in the Trust Agreement). In addition, in the case of any jurisdictionsubstitution effected by a Seller, each Qualified Substitute Mortgage Loan shall be subject, as of the date of its substitution, to the terms of the related Sales Agreement (including the representations and warranties of the Seller with respect to the Mortgage Loans set forth in the Sales Agreement). The Trustee shall, within five Business Days of its receipt of the documents referred to above, effect the conveyance of such Deleted Mortgage Loan to Saxon or the Seller, as the case may be, in accordance with the procedures specified above. For any month in which Saxon or a Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine and notify the Trustee in writing of the amount, if any, by which the aggregate Unpaid Principal Balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Unpaid Principal Balance of all such Deleted Mortgage Loans (after application of Monthly Payments due in the month of substitution) (any such substitute company being the "Substituted ObligorSubstitution Shortfall"), provided that: (A) a deed is executed or undertaking given by . On the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities date of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, Saxon or the Trustee need not have regard Seller, as the case may be, shall deliver or cause to be delivered to the Substituted Obligor’s financial conditionPaying Agent, profits or prospects or compare them with those of for deposit into the Issuer; (D) the Trustee will be satisfied (if it requiresAsset Proceeds Account, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial an amount equal to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionSubstitution Shortfall.

Appears in 8 contracts

Samples: Trust Agreement (Saxon Asset Securities Co), Trust Agreement (Saxon Asset Securities Co), Trust Agreement (Saxon Asset Securities Co)

Substitution. (A) The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution in place of the Issuer (or of any previous substitute) as the principal debtor under the relevant Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A1) a deed is executed or undertaking is given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of the relevant Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the relevant Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B2) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured PropertyProperty in respect of a Series of ETP Securities, acknowledges the Security created in respect thereof pursuant to the relevant Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property in respect of a Series of ETP Securities as was originally created by the Issuer for the obligations of the Substituted Obligor; (C3) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s 's financial condition, profits or prospects or compare them with those of the Issuer; (D4) the Trustee will shall be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E5) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other relevant Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F6) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the relevant Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G7) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) 8) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.

Appears in 6 contracts

Samples: Master Trust Deed, Master Trust Deed, Master Trust Deed

Substitution. 11.1 If the Department approves (or is deemed to have approved) a Substitution Notice pursuant to Section 10 above, the Substituted Entity named therein shall execute a duly completed Substitute Accession Agreement substantially in the form attached hereto as Schedule A and submit it to the Department (with a copy thereof to the other parties to this Direct Agreement). The Trustee mayassignment set forth in the Substitute Accession Agreement shall become effective on and from the date on which (a) the Collateral Agent or the Substituted Entity lawfully succeeds to all the Developer’s Interest through exercise of foreclosure rights and actions on security interests or through transfer from Developer in lieu of foreclosure, (b) the Department receives all payments described in Section 11.4 below and (c) the Department countersigns the Substitute Accession Agreement (the “Substitution Effective Date”), or the date that is ten days after the date the Department receives the completed Substitute Accession Agreement if the Department fails to sign the Substitute Accession Agreement. 11.2 As of the Substitution Effective Date: (a) Such Substituted Entity shall become a party to the Contract Documents and this Direct Agreement in place of Developer; (b) All of Developer's obligations and liabilities under the Contract Documents and under this Direct Agreement arising from and after the Substitution Effective Date shall be immediately and automatically transferred to the Substituted Entity, without release of Developer from any such obligations and liabilities to the consent Department. Notwithstanding the foreclosure or other enforcement of any security interest created or perfected by a Financing Document, and notwithstanding occurrence of the ETP SecurityholdersSubstitution Date, but Developer shall remain liable to the Department for the payment of all sums owing to the Department under the Agreement and for the performance and observance of all of Developer’s covenants and obligations under the Agreement; (c) Such Substituted Entity shall exercise and enjoy the rights and perform the obligations of Developer under the Contract Documents and this Direct Agreement, and (d) The Department shall owe its obligations (including any undischarged liability with respect to any loss or damage suffered or incurred by Developer prior to the Substitution Effective Date) under the Contract Documents and this Direct Agreement to such Substituted Entity in place of Developer, subject to the Department’s right to offset any losses or damages suffered or incurred by the Department as provided under the Agreement. 11.3 The Department shall use its reasonable efforts to facilitate the transfer to the Substituted Entity of Developer's obligations under the Agreement and this Direct Agreement. 11.4 The Substituted Entity shall pay to the Department on the Substitution Effective Date any amount due to the Department under the Agreement and this Direct Agreement, including the Department’s reasonable costs and expenses incurred in connection with (a) Developer’s default and termination, (b) the Department’s activities with respect to the Project during any period the Department was in possession of the Project, and (c) the approval of the Substituted Entity, all as of the Substitution Effective Date and notified to such Substituted Entity prior consent to the Substitution Effective Date. The Department’s receipt of each Authorised Participant the payment pursuant to this Section 11.5 The occurrence of the Substitution Effective Date shall not extinguish prior Developer Defaults that remain uncured, and the Margin Loan ProviderDepartment shall continue to have all rights and remedies available under the Agreement with respect to such Developer Defaults, agree including any applicable termination rights, subject to (a) the limitations on the Department’s exercise of such rights and remedies set forth in this Direct Agreement during any applicable Cure Period that continues after the Substitution Effective Date, (b) the limitations on termination due to accumulation of Noncompliance Points prior to the substitution, Substitution Effective Date to the extent provided in place Section 12.4.3 of the Issuer Agreement and (or c) Section 13 below. 11.6 As of any previous substitute) as the principal debtor under the Security DocumentsSubstitution Effective Date, the other Programme Documents to which it is Department shall enter into an equivalent direct agreement on substantially the same terms as this Direct Agreement, save that Developer shall be replaced as a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionEntity.

Appears in 5 contracts

Samples: Project Lease, Project Lease, Project Lease

Substitution. The Trustee may, without the consent of the ETP SecurityholdersNoteholders, but subject Receiptholders or Couponholders, agree with Cadbury Schweppes to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution in place of the Cadbury Schweppes in its capacity as either Issuer or Guarantor (or of any previous substitutesubstitute under this Condition) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (Ai) a deed Successor in Business (as defined in the Trust Deed) to Cadbury Schweppes or (ii) a Holding Company (as defined in the Trust Deed) of Cadbury Schweppes or (iii) a Subsidiary of Cadbury Schweppes which is executed or undertaking given by the Substituted Obligor acceptable to the Trustee, in form and manner satisfactory each case subject to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so being satisfied that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as Noteholders will not be materially prejudiced thereby and certain other conditions set out in the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trust Deed being complied with. The Trustee may, without the consent of the holders of the ETP SecuritiesNoteholders, Receiptholders or Couponholders, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documentswith CSF, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial CSI and Cadbury Schweppes to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer CSF or CSI (or of any previous substitutesubstitute under this Condition) of (i) another Subsidiary of Cadbury Schweppes, (ii) any relevant Obligor or its Successor in Business (in which case the Guarantee of such Obligor shall cease and determine), (iii) a Subsidiary of a Holding Company of Cadbury Schweppes or its Successor in Business or (iv) a Holding Company of Cadbury Schweppes or its Successor in Business (in each of which cases (iii) and these Conditions(iv) the Guarantee of Cadbury Schweppes shall cease and determine if the Trustee is satisfied that the interests of the Noteholders will not be materially prejudiced if they become holders of Notes of such Subsidiary or Holding Company without the benefit of the Guarantee of Cadbury Schweppes rather than if they were to remain holders of Notes of CSF or, as the Security Documentscase may be, CSI with the other Programme Documents and benefit of the ETP Securities shall be deemed to be amended as necessary to give effect Guarantee of Cadbury Schweppes), in each case subject to the substitutionTrustee being satisfied that the interests of the Noteholders will not be materially prejudiced thereby and certain other conditions set out in the Trust Deed being complied with.

Appears in 4 contracts

Samples: Supplemental Trust Deed (Cadbury Schweppes Public LTD Co), Fourth Supplemental Trust Deed (Cadbury Schweppes Public LTD Co), Supplemental Trust Deed (Cadbury Schweppes Public LTD Co)

Substitution. (a) The Trustee may, without the consent of the ETP SecurityholdersNoteholders or Couponholders, (including, but subject to the prior consent of each Authorised Participant and the Margin Loan Providernot limited to, in circumstances which would constitute a Permitted Reorganisation) agree to the substitutionsubstitution of the Issuer’s successor in business, transferee or assignee or any subsidiary of the Issuer or its successor in business, transferee or assignee (the “Substituted Obligor”) in place of the Issuer (or of any previous substitutesubstitute under this Clause) as the principal debtor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Notes, the Receipts, the Coupons and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Talons provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents Notes, the Receipts, the Coupons and the ETP Securities of each Series Talons (with such consequential or other amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Notes, the Certificates, the Receipts, the Coupons and the ETP Securities Talons as the principal debtor in place of the IssuerIssuer (or of any previous substitute under this Clause); (Bii) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant “Substituted Territory”) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer (or of any previous substitute under this Clause) is subject generally (the “Issuer’s Territory”), the Substituted Obligor shall (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 8 with the Issuer substitution for the obligations references in that Condition to the Issuer’s Territory of references to the Substituted ObligorTerritory whereupon this Trust Deed, the Notes, the Certificates, the Receipts, the Coupons and the Talons shall be read accordingly; (Ciii) if any director two authorised signatories of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the IssuerIssuer (or of any previous substitute under this Clause); (Div) (unless all or Substantially All (as defined in Condition 20) of the assets of the Issuer (or of any previous substitute under this Clause) are transferred to the Substituted Obligor) an unconditional and irrevocable guarantee in form and substance satisfactory to the Trustee is given by the Issuer (or any previous substitute under this Clause) of the obligations of the Substituted Obligor under this Trust Deed shall have been given; and (v) the Trustee will be is satisfied (if it requires, by reference to legal opinions) that (ai) the Substituted Obligor has obtained all necessary governmental and regulatory approvals and consents necessary for or in connection with the its assumption by the Substituted Obligor of liability as principal debtor under this Trust Deed and in respect of, and of its obligations underthe Notes, the ETP Securities Receipts and the Coupons in place of each Series and the Issuer (or any Programme Document have been obtained previous substitute under this Clause) and (bii) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.

Appears in 4 contracts

Samples: Trust Deed, Trust Deed, Trust Deed

Substitution. The Trustee may, without the consent of the ETP SecurityholdersNoteholders, but subject agree with the Issuer to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution in place of the Issuer (or of any previous substituteSubstituted Issuer (as defined below) as the principal debtor under in respect of the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, Notes of any other company body corporate (incorporated in any jurisdiction) (any such substitute company being the "Substituted ObligorSUBSTITUTED ISSUER"), ) provided that: (A) 20.1.1 a trust deed or an indenture is executed or some other form of undertaking is given by the Substituted Obligor Issuer to the Trustee, Trustee in form and manner satisfactory to the Trustee, agreeing Trustee to be bound by the Security Documents terms of this Deed and by the ETP Securities of each Series Conditions (with such any consequential amendments as which the Trustee may reasonably consider or deem to be appropriate) as fully as if the Substituted Obligor Issuer had been a party to this Deed and named herein and in the Security Documents and the ETP Securities Notes as the principal debtor in respect of the Notes in place of the Issuer; (B) 20.1.2 the Substituted Obligor assumes all rights, obligations and liabilities in relation Issuer becomes a party to the Secured Property, acknowledges the Security created in respect thereof pursuant relevant Series Documents or to equivalent documents acceptable to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted ObligorTrustee; (C) 20.1.3 if any a director of the Substituted Obligor Issuer certifies that it the Substituted Issuer will be solvent immediately after such substitutionthe time at which the said substitution is to be effected, the Trustee need shall not have regard to the Substituted Obligor’s financial condition, profits or prospects of the Substituted Issuer or compare them the same with those of the IssuerIssuer (or any other Substituted Issuer substituted under this Clause); (D) 20.1.4 the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interest of the Noteholders; 20.1.5 confirmation is received from the rating agencies appointed in relation to any Related Beneficiary Debt issued in respect of such Series that the ratings assigned to such Related Beneficiary Debt will not be withdrawn or reduced as a result of the substitution; 20.1.6 the Trustee shall be satisfied (if by means of legal opinions in form and substance satisfactory to it requires, by reference to legal opinionsor otherwise) that (ai) all necessary governmental and regulatory approvals and consents necessary for for, or in connection with with, the assumption by the Substituted Obligor Issuer of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained this Deed and (bii) such approvals and consents are at the time of substitution in full force and effect;; and (E) 20.1.7 the Issuer or, as the case may be, the previous Substituted Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) and make such representations and warranties and provide such other documentation (particularly, but not limited to, with regard to any applicable bankruptcy law) as the Trustee may require in order to be satisfied that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders Noteholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.

Appears in 4 contracts

Samples: Security Trust Deed and MTN Cash Management Agreement (Barclaycard Funding PLC), Security Trust Deed and MTN Cash Management Agreement (Gracechurch Receivables Trustee LTD), Security Trust Deed and MTN Cash Management Agreement (Barclaycard Funding PLC)

Substitution. The Trustee may, without (A) Without the consent of the ETP Securityholders, Trustee or an Extraordinary Resolution or a Written Resolution (but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderClause 18(F)), agree to the substitution, in place of the Issuer (or of any previous substituteSubstitute (as defined below) under this sub-clause), may substitute itself as the principal debtor under these presents, by any Successor (in this Clause called the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction“Substitute”) (any such substitute company being the "Substituted Obligor"), provided thatPROVIDED THAT: (Ai) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor Substitute to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of these presents and the ETP Securities of each Series (Notes with such any consequential or other amendments which may be appropriate as the Trustee may deem appropriate) fully as if the Substituted Obligor Substitute had been named in the Security Documents and the ETP Securities these presents as the principal debtor in place of the IssuerIssuer (or any such previous Substitute); (Bii) arrangements are made to the satisfaction of the Trustee for the Noteholders to have or be able to have the same or equivalent rights against the Substitute as they have against the Issuer (or any such previous Substitute); (iii) the Substituted Obligor assumes all rights, Substitute shall have acquired the rights and assumed the obligations of the Issuer (or any such previous Substitute) under or in connection with the Loan Agreement and liabilities in relation the Account and such rights shall have been effectively charged to the Secured Property, acknowledges the Security created Trustee in respect thereof pursuant a manner satisfactory to the Security Documents Trustee and takes all such action amendments to the Loan Agreement and these presents as the Trustee may reasonably require so that shall have been made (including, without prejudice to the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations generality of the Substituted Obligorforegoing, but subject to Clause (vi) below, the substitution therein where relevant of references to the territory where the Substitute is incorporated, domiciled or resident for references to Luxembourg); (Civ) if the Issuer (or any director such previous Substitute) and the Substitute comply with such other reasonable requirements as the Trustee may direct in the interests of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the IssuerNoteholders; (Dv) the Trustee will be is satisfied (if it requires, by reference to legal opinions) that (a) the Substitute has obtained all necessary governmental and regulatory and internal corporate approvals and consents necessary for its assumption of the obligations and liabilities under these presents in place of the Issuer (or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, any such previous Substitute) and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (Evi) (without prejudice to the Issuer and generality of paragraphs (i) to (v) (inclusive) of this sub-clause) where the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any Substitute is incorporated, domiciled or resident in a territory other Programme Party will execute such other deeds, documents and instruments than Luxembourg (if any) which territory must be a Qualifying Jurisdiction (as the Trustee may require in order that such substitution is fully effective and comply with such other requirements defined in the interests Loan Agreement)), undertakings or covenants are given in terms corresponding to the provisions of Condition 7 with the ETP Securityholders as substitution for the Trustee may directreferences to Luxembourg of references to the territory in which the Substitute is incorporated, domiciled or resident or to the taxing jurisdiction of which, or of any political subdivision or authority of or in which, the Substitute is otherwise subject generally; (Fvii) the Substitute shall be a bank or other institution which at the time being exempts the payments by the Borrower under the Loan from value added tax in connection with any proposed substitution the Russian Federation; (viii) as a consequence of the Issuersuch substitution, the Notes continue on the substitution and promptly thereafter to be listed on any stock exchange on which they are then listed; (ix) the Trustee may, without is satisfied that the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would said substitution is not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements Noteholders as the Trustee may direct in the interests of the ETP Securityholdersa class; and (Hx) a legal opinion satisfactory the Issuer or the Substitute shall have delivered to the Trustee is provided concerning any proposed substitution. An and to the Borrower an opinion of an independent lawyer to the effect that neither the Issuer, the Substitute, as the case may be, nor the Noteholders will recognise income, gain or loss for tax purposes as a result of the substitution and the Issuer, the Substitute and the Noteholders will be subject to taxes on the same amount and in the same manner and at the same times as would have been the case if such substitution had not occurred. (B) Any such agreement by the Trustee pursuant to sub-clause (A) of this Condition 14.3 and Clause shall, to the Security Documents will, if extent so expressed, operate to release the Issuer or previous Substitute (or a previous substituteas the case may be) from any or all of its obligations under these presents. Not later than fourteen days after the Security Documentsexecution of any such documents as aforesaid and after compliance with the Trustee’s said requirements, notice thereof shall be given by the ETP Securities and Issuer or previous Substitute (as the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution case may be) to the ETP Securityholders within 14 calendar days of Noteholders in the manner provided in Condition 14. (C) Upon the execution of such documents and compliance with such the said requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor Substitute shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities presents as the principal debtor in place of the Issuer or previous Substitute (or of any previous substituteas the case may be) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities presents shall thereupon be deemed to be amended in such manner as shall be necessary to give effect to the substitution and, without prejudice to the generality of the foregoing, any references in these presents to the Issuer shall be deemed to be references to the Substitute. (D) If any two directors (or other equivalent officers) of the Substitute shall certify to the Trustee that the Substitute is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to the financial condition, profits or prospects of the Substitute or to compare the same with those of the Issuer or (as the case may be) the previous Substitute. (E) The Issuer or previous Substitute, as the case may be, shall not be entitled to substitute itself if, pursuant to the law of the country of incorporation, domicile or residence of the Substitute, the assumption by the Substitute of its obligations imposes responsibilities on the Trustee over and above those which have been assumed under these presents. (F) The Issuer or previous Substitute, as the case may be, shall only be entitled to substitute itself in accordance with the provisions of Clause 18(A) to (E) (inclusive) of these presents without the consent of the Borrower if: (i) at least 3 months prior to the date of a proposed substitution pursuant to this Clause 18, the Issuer or previous Substitute has notified the Borrower in writing of its intention to substitute itself; and (ii) prior to the date of such proposed substitution, the Borrower either has not notified the Issuer or previous Substitute of a Substitute or has notified the Issuer or previous Substitute of a Substitute that the Issuer or previous Substitute is not satisfied shall have complied with the provisions of this Clause 18. For the purposes of this Clause 18(F), the Trustee shall be entitled to rely solely on a certificate of two members of the Board of Directors to determine whether the conditions set forth at sub-clauses (i) and (ii) in this Clause 18(F) have been satisfied.

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)

Substitution. (a) The Trustee may, without the previous consent or sanction of the ETP Securityholdersholders of the Notes, but subject to the prior consent Coupons or Talons of each Authorised Participant and the Margin Loan Providerany Series, agree with the Issuer to the substitution, in place of the Issuer (or of any previous substitute) as the principal debtor under this Trust Deed in relation to the Security DocumentsNotes, the other Programme Documents to which it is a party Coupons and the ETP Securities Talons of each Seriesany Series and under such Notes, Coupons and Talons, of any other company Holding Company or of any subsidiary of the Issuer (incorporated in any jurisdictionhereinafter called the Substituted Issuer) (any such substitute company being the "Substituted Obligor"), provided thatPROVIDED THAT: (Ai) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor Issuer to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of this Trust Deed and the ETP Securities Notes, Coupons and Talons of each Series (the relevant Series, with such any consequential amendments as which the Trustee may deem appropriate) , as fully as if the Substituted Obligor Issuer had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Security Documents Issuer and had been named on the ETP Securities Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer; (Bii) the Trustee shall be satisfied that (x) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) has obtained all necessary governmental and regulatory approvals and consents necessary for or in connection with its assumption of the assumption by the Substituted Obligor of liability obligations and liabilities as principal debtor under this Trust Deed in respect ofrelation to the Notes, Coupons and Talons of its obligations under, the ETP Securities of each relevant Series and any Programme Document have been obtained under such Notes, Coupons and Talons in place of the Issuer and (by) such approvals and consents are at the time of substitution in full force and effect; (Eiii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Substituted Issuer at least equivalent to the rights they have against the Issuer; (iv) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct or require in the interests of the ETP Securityholdersholders of the Notes of the relevant Series; (v) without prejudice to the generality of subparagraphs (i), (ii), (iii) and (iv) of this Clause 13.2(a), where the Substituted Issuer is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 6 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Substituted Issuer is incorporated, domiciled or resident or to the taxing jurisdiction of which, or of any authority of or in which, the Substituted Issuer is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) if the directors of the Substituted Issuer shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and (Hvii) a legal opinion satisfactory without prejudice to the rights of reliance of the Trustee under paragraph (vi) of this Clause 13.2(a), the Trustee is provided concerning satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes and Coupons of the relevant Series. Upon the execution of such documents and compliance with the said requirements: (A) the Substituted Issuer shall be deemed to be named in this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and on such Notes, Coupons and Talons as principal debtor in place of the Issuer and this Trust Deed and the relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any proposed supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution. An ; (B) the Issuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents willClause 13.2(a), if so expressed, release the Issuer (or a previous substitute) be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Security DocumentsNotes, Coupons and Talons of the ETP Securities relevant Series and such Notes, Coupons and Talons; and (C) the other relevant Programme Documents. The Substituted Obligor shall Issuer shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the ETP Securityholders within 14 calendar days holders of the Notes of the relevant Series in accordance with Condition 12. (b) The Trustee may, without the previous consent or sanction of the holders of the Notes, Coupons or Talons of any Series, agree with the Issuer to the substitution, in place of the Issuer as the principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of any Series and under such Notes, Coupons and Talons of a Successor in Business PROVIDED THAT: (i) a trust deed is executed or some other form of undertaking is given by the Successor in Business to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of this Trust Deed and the Notes, Coupons and Talons of the relevant Series, with any consequential amendments which the Trustee may deem appropriate, as fully as if the Successor in Business had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Issuer and had been named on the Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer; (ii) the Trustee shall be satisfied that (x) the Successor in Business has obtained all necessary governmental and regulatory approvals and consents necessary for its assumption of the obligations and liabilities as principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of the relevant Series and under such Notes, Coupons and Talons in place of the Issuer and (y) such approvals and consents are at the time of substitution in full force and effect; (iii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Successor in Business at least equivalent to the rights they have against the Issuer; (iv) the Issuer and the Successor in Business comply with such other requirements as the Trustee may direct or require in the interests of the holders of the Notes of the relevant Series; (v) without prejudice to the generality of paragraphs (i), (ii), (iii) and (iv) of this Clause 13.2(b), where the Successor in Business is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 6 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Successor in Business is incorporated, domiciled or resident or the taxing jurisdiction of which, or of any authority of or in which, the Successor in Business is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) if the directors of the Successor in Business shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and (vii) without prejudice to the rights of reliance of the Trustee under paragraph (vi) of this Clause 13.2(b), the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes of the relevant Series. Upon the execution of such documents and compliance with such the said requirements. On completion of : (A) the formalities set out Successor in this Condition 14.3 and the Security Documents, the Substituted Obligor Business shall be deemed to be named in these Conditionsthis Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the Security Documentsrelevant Series and on such Notes, the other Programme Documents Coupons and the ETP Securities Talons as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents this Trust Deed and the ETP Securities relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution; (B) the substitutionIssuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Clause 13.2(b), be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and such Notes, Coupons and Talons; and (C) the Issuer or the Successor in Business shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the holders of the Notes of the relevant Series in accordance with Condition 12.

Appears in 3 contracts

Samples: Third Supplemental Trust Deed, Fifth Supplemental Trust Deed, Second Supplemental Trust Deed

Substitution. The (A) (1) THE Trustee may, without the consent of the ETP SecurityholdersNoteholders, but subject Receiptholders or Couponholders, at any time agree with CSF, CSI and Cadbury Schweppes to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution in place of the Issuer CSF or CSI (or of any the previous substitutesubstitute under this Clause) as the principal debtor under these presents of (a) another Subsidiary of Cadbury Schweppes, (b) any relevant Obligor or its Successor in Business (in which case the Security Documentsguarantee of such Obligor shall cease and determine), (c) a Subsidiary of a Holding Company of Cadbury Schweppes or its Successor in Business or (d) a Holding Company of Cadbury Schweppes or its Successor in Business (in each of which cases (c) and (d) the other Programme Documents guarantee of Cadbury Schweppes shall cease and determine if the Trustee is satisfied that the interests of the Noteholders will not be materially prejudiced if they became holders of Notes of such Subsidiary or Holding Company without the benefit of the guarantee of Cadbury Schweppes rather than if they were to which it is a party and remain holders of Notes of CSF or, as the ETP Securities case may be, CSI with the benefit of each Series, the guarantee of any other company Cadbury Schweppes (incorporated in any jurisdiction) (any such substitute substituted company being hereinafter called the "Substituted Obligor"), “New Company”) provided that: (A) that a trust deed is executed or some other form of undertaking is given by the Substituted Obligor to the Trustee, New Company in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities provisions of each Series (these presents with such any consequential amendments as which the Trustee may deem appropriate) appropriate as fully as if the Substituted Obligor New Company had been named in the Security Documents and the ETP Securities these presents as the principal debtor in place of CSF or, as the Issuer; case may be, CSI (Bor of the previous substitute under this Clause) and provided further that, where the Substituted Obligor assumes New Company is another Subsidiary of Cadbury Schweppes, Cadbury Schweppes unconditionally and irrevocably guarantees all rights, obligations and liabilities in relation amounts payable under these presents to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion satisfaction of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.

Appears in 3 contracts

Samples: Supplemental Trust Deed (Cadbury Schweppes Public LTD Co), Supplemental Trust Deed (Cadbury Schweppes Public LTD Co), Supplemental Trust Deed (Cadbury Public LTD Co)

Substitution. The Trustee Issuer (the “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the ETP Securityholdersrelevant Noteholders or Couponholders, but subject to substitute the prior consent Parent or any subsidiary of each Authorised Participant and the Margin Loan Provider, agree to the substitution, Parent (including TFS) in place of the Issuer (or of any previous substitute) as the principal debtor under the Security DocumentsNotes, the other Programme Documents to which it is a party relative Coupons, the Agency Agreement and (in the ETP Securities case of each Series, Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of any other company Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement (incorporated in any jurisdictionthe “Substitute Issuer”) (any such substitute company being the "Substituted Obligor"), provided that: (Aa) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the TMC Credit Support Agreement; (b) a deed is poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed or undertaking given by the Substituted Obligor Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Trustee, substitution (the “Substitution Documents”) and (without limiting the generality of the foregoing) under which (i) the Substitute Issuer shall undertake in form favour of the relevant Noteholders and manner satisfactory to the Trustee, agreeing Couponholders to be bound by the Security Documents terms and conditions of the ETP Securities relevant Notes and Coupons, the provisions of each Series the Agency Agreement and (with such consequential amendments in the case of Registered Notes issued by Toyota Credit Canada Inc.) the provisions of the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the provisions of the TMCC Note Agency Agreement, as the Trustee may deem appropriate) fully as if the Substituted Obligor Substitute Issuer had been named in the Security Documents relevant Notes and Coupons, the ETP Securities Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, as the principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (Bc) the Substituted Obligor assumes all rights, obligations and liabilities in relation without prejudice to the Secured Propertygenerality of paragraph (b) above, acknowledges where the Security created Substitute Issuer is subject generally to a taxing jurisdiction differing from or in respect thereof pursuant addition to the Security taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents and takes all such action in terms corresponding to the provisions of Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the Trustee case may require so that be, was subject of references to the Security constitutes a valid chargetaxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, pledge or other security interest over as the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligorcase may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (Dd) the Trustee will be satisfied Substitution Documents shall contain a warranty and representation (if it requires, by reference to legal opinionsi) that (a) the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the proposed substitution of the Substitute Issuer, such Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, relevant Notes and of its obligations underCoupons, the ETP Securities of each Series and any Programme Document have been obtained Agency Agreement and (bin the case of Registered Notes issued by Toyota Credit Canada Inc.) such approvals the TCCI Note Agency Agreement and consents are at (in the time case of substitution in full force and effectRegistered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement; (Eh) in the case of substitution of TCCI or a Canadian subsidiary of the Parent (“Canadian Replacement Subsidiary”) in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Issuer other than in respect of a holder of the relevant Notes or Coupons that: (i) does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with TCCI or the Canadian Replacement Subsidiary (as applicable) or (ii) is, or does not deal at arm’s length with any person who is, a “specified shareholder” of TCCI or the Canadian Replacement Subsidiary (as applicable) for the purposes of the thin capitalisation rules in the Income Tax Act (Canada); (i) legal opinions shall have been delivered to the Agent or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Substituted Obligor will execute Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the Substitute Issuer and the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, are legal, valid and binding obligations of the Substitute Issuer shall procure enforceable in accordance with their terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Margin Loan Provider Parent, TFS and any other Programme Party will execute such other deedsthe Substitute Issuer, documents and instruments (if any) as the Trustee case may require be, enforceable in order that such substitution is fully effective and comply accordance with such other requirements in the interests of the ETP Securityholders as the Trustee may direct;its terms; and (Fj) in connection with any proposed such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the consequences of such substitution of for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Trustee mayRetiring Issuer, without the consent Agent, (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Registrar and the TCCI Transfer Agent, (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Registrar and the TMCC Transfer Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the holders of Substitution Documents as referred to in paragraph (b) above, (i) the ETP Securities, agree to a change of Substitute Issuer shall be the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, relevant Issuer named in the opinion relevant Notes and Coupons, the Agency Agreement and (in the case of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (GRegistered Notes issued by Toyota Credit Canada Inc.) the Issuer TCCI Note Agency Agreement and the Substituted Obligor comply with such other requirements as the Trustee may direct (in the interests case of Registered Notes issued by Toyota Motor Credit Corporation) the ETP Securityholders; and (HTMCC Note Agency Agreement) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Retiring Issuer (or of any previous substitute) and these Conditionsthe relevant Notes and Coupons, the Security DocumentsAgency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, the other Programme Documents and the ETP Securities shall thereby be deemed to be amended as necessary to give effect to the substitutionsubstitution of the Substitute Issuer as principal debtor; and (ii) the Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the relevant Notes and Coupons, the Agency Agreement and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement. With effect on and from the time of the substitution of the Substitute Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes and Coupons; (B) the Substitute Issuer has rights which the Retiring Issuer had in respect of the relevant Notes and Coupons (in each case subject to paragraph (c) above); and (C) the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes and Coupons. The Substitution Documents shall be deposited with and held by the Agent and (in the case of Registered Notes issued by Toyota Credit Canada Inc.) copied to the TCCI Registrar and (in the case of Registered Notes issued by Toyota Motor Credit Corporation) copied to the TMCC Registrar, for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement or (in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Coupons, the Agency Agreement, or (in the case of Registered Notes issued by Toyota Credit Canada Inc.) the TCCI Note Agency Agreement, or in the case of Registered Notes issued by Toyota Motor Credit Corporation) the TMCC Note Agency Agreement, or the Substitution Documents. Within 14 days of a substitution taking effect under this Condition 14, the Retiring Issuer shall give notice of such substitution to the relevant Noteholders in accordance with Condition 16.

Appears in 3 contracts

Samples: Agency Agreement (Toyota Motor Credit Corp), Agency Agreement (Toyota Motor Credit Corp), Agency Agreement (Toyota Motor Credit Corp)

Substitution. The Trustee mayIssuer, or any previously substituted company, may at any time, without the consent of the ETP SecurityholdersNoteholders or the Couponholders, but subject to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, in place of the Issuer (or of any previous substitute) substitute for itself as the principal debtor under the Security Documents, the other Programme Documents to which it is a party Notes and the ETP Securities of each Series, of any other Coupons a company (incorporated the Substitute) as principal debtor under the Notes or Coupons in any jurisdiction) the manner specified in Schedule 6 to the Agency Agreement, provided that no payment in respect of the Notes or the Coupons is at the relevant time overdue. The substitution shall be made by a deed poll (any such substitute company being the "Substituted Obligor"Deed Poll), provided thatto be substantially in the form exhibited to the Agency Agreement, and may take place only if: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted ObligorSubstitute under the Deed Poll, the Notes and the Coupons shall be unconditionally and irrevocably guaranteed by Equinor ASA (in such capacity, the New Guarantor and such guarantee, the New Guarantee) and (in the case of Notes having the benefit of the Guarantee) the Guarantor, by means of the Deed Poll; (Cii) if all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any director necessary consents) to ensure that the Deed Poll, the Notes and Coupons represent valid, legally binding and enforceable obligations of the Substituted Obligor certifies that it will be solvent immediately after such substitution, Substitute and in the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those case of the Issuer; Deed Poll of the New Guarantor and (Din the case of Notes having the benefit of the Guarantee) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document Guarantor have been obtained taken, fulfilled and (b) such approvals done and consents are at the time of substitution in full force and effect; (Eiii) the Substitute shall have become party to the Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it; (iv) each stock exchange or listing authority which has the Notes listed on such stock exchange shall have confirmed that following the proposed substitution of the Substitute the Notes would continue to be listed on such stock exchange; (v) legal opinions addressed to the Noteholders shall have been delivered to them (care of the Agent) from a lawyer or firm of lawyers with a leading securities practice in (i) the Kingdom of Norway and, if applicable, any Substitute Jurisdiction (as defined in the final paragraph of this Condition 14 (Substitution)) and (ii) England, in each case as to the fulfilment of the preceding conditions of this Condition 14 (Substitution) and the other matters specified in the Deed Poll; and (vi) the Issuer shall have given at least 14 days' prior notice of such substitution to the Noteholders, stating that copies, or, pending execution, the agreed text, of all documents in relation to the substitution which are referred to above, or which might otherwise reasonably be regarded as material to Noteholders, will be available for inspection at the specified office of each of the Paying Agents. References in Condition 8 (Events of Default) to obligations under the Notes shall be deemed to include obligations under the Deed Poll, and the Substituted Obligor will execute events listed in Condition 8 (Events of Default) shall be deemed to include the New Guarantee not being (or being claimed by the New Guarantor not to be) in full force and effect and the Issuer shall procure that provisions of Condition 8(c) to 8(e) (Events of Default) inclusive (other than the Margin Loan Provider and any words "other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require than in order that such substitution is fully effective and comply with such other requirements in the interests respect of the ETP Securityholders as termination of the Trustee may direct; Guarantee pursuant to Condition 2(c) (FTermination of Guarantee)" in Condition 8(e)) shall be deemed to apply in addition to the New Guarantor. In connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will14 (Substitution), if so expressed, release the Issuer (or previously substituted company, as the case may be) or Substitute shall not be required to have regard to, or be in any way liable for, the consequences of such substitution for individual Noteholders or the Couponholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. No Noteholder or Couponholder shall, in connection with any such substitution, be entitled to claim from the Issuer (or previously substituted company, as the case may be) or Substitute any indemnification or payment in respect of any tax consequence of any such substitution upon such individual Noteholders or Couponholders, except to the extent already provided in Condition 6 (Taxation) as modified in accordance with the following paragraph. Where a previous substitutesubstitution takes place pursuant to this Condition 14 (Substitution) from any or all and the Substitute is subject, by reason of its obligations incorporation or residence for tax purposes, to a jurisdiction or any political subdivision or any authority thereof or therein having power to tax (the Substitute Jurisdiction) other than the Kingdom of Norway (or, as the case may be, the jurisdiction of incorporation or residence for tax purposes of the preceding substituted company) or any political subdivision or any authority thereof or therein having power to tax (the Previous Jurisdiction), references to the Previous Jurisdiction in Condition 5(b) (Redemption for Tax Reasons) and Condition 6 (Taxation) shall, in respect of any payments to be made by the Substitute (but not in respect of payments to be made by (A) the New Guarantor under the Security Documents, New Guarantee or (B) (in the ETP Securities and case of Notes having the other relevant Programme Documents. The Substituted Obligor shall give notice benefit of the substitution Guarantee) the Guarantor), be deemed to be replaced by references to the ETP Securityholders within 14 calendar days of the execution of such documents Substitute Jurisdiction, and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 Conditions 5(b) (Redemption for Tax Reasons) and the Security Documents, the Substituted Obligor 6 (Taxation) shall be deemed to be named in these Conditions, modified accordingly when the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionsubstitution takes place.

Appears in 3 contracts

Samples: Agency Agreement, Agency Agreement (Equinor Asa), Agency Agreement

Substitution. (a) The Trustee may, without the previous consent or sanction of the ETP Securityholdersholders of the Notes, but subject to the prior consent Coupons or Talons of each Authorised Participant and the Margin Loan Providerany Series, agree with the Issuer to the substitution, in place of the Issuer (or of any previous substitute) as the principal debtor under this Trust Deed in relation to the Security DocumentsNotes, the other Programme Documents to which it is a party Coupons and the ETP Securities Talons of each Seriesany Series and under such Notes, Coupons and Talons, of any other company Holding Company or of any subsidiary of the Issuer (incorporated in any jurisdictionhereinafter called the Substituted Issuer) (any such substitute company being the "Substituted Obligor"), provided thatPROVIDED THAT: (Ai) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor Issuer to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of this Trust Deed and the ETP Securities Notes, Coupons and Talons of each Series (the relevant Series, with such any consequential amendments as which the Trustee may deem appropriate) , as fully as if the Substituted Obligor Issuer had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Security Documents Issuer and had been named on the ETP Securities Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer; (Bii) the Trustee shall be satisfied that (x) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) has obtained all necessary governmental and regulatory approvals and consents necessary for or in connection with its assumption of the assumption by the Substituted Obligor of liability obligations and liabilities as principal debtor under this Trust Deed in respect ofrelation to the Notes, Coupons and Talons of its obligations under, the ETP Securities of each relevant Series and any Programme Document have been obtained under such Notes, Coupons and Talons in place of the Issuer and (by) such approvals and consents are at the time of substitution in full force and effect; (Eiii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Substituted Issuer at least equivalent to the rights they have against the Issuer; (iv) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct or require in the interests of the ETP Securityholdersholders of the Notes of the relevant Series; (v) without prejudice to the generality of subparagraphs (i), (ii), (iii) and (iv) of this Clause 15.3(a), where the Substituted Issuer is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 6 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Substituted Issuer is incorporated, domiciled or resident or to the taxing jurisdiction of which, or of any authority of or in which, the Substituted Issuer is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) in the case of any Tier 2 Notes, the obligations of the Substituted Issuer in respect of such Tier 2 Notes, Coupons and Talons shall be subordinated on a basis equivalent to that referred to in Condition 2; (vii) if the directors of the Substituted Issuer shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and (Hviii) a legal opinion satisfactory without prejudice to the rights of reliance of the Trustee under paragraph (vii) of this Clause 15.3(a), the Trustee is provided concerning satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes and Coupons of the relevant Series. Upon the execution of such documents and compliance with the said requirements: (A) the Substituted Issuer shall be deemed to be named in this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and on such Notes, Coupons and Talons as principal debtor in place of the Issuer and this Trust Deed and the relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any proposed supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution. An ; (B) the Issuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents willClause 15.3(a), if so expressed, release the Issuer (or a previous substitute) be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Security DocumentsNotes, Coupons and Talons of the ETP Securities relevant Series and such Notes, Coupons and Talons; and (C) the other relevant Programme Documents. The Substituted Obligor shall Issuer shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the ETP Securityholders within 14 calendar days holders of the Notes of the relevant Series in accordance with Condition 12. (b) The Trustee may, without the previous consent or sanction of the holders of the Notes, Coupons or Talons of any Series, agree with the Issuer to the substitution, in place of the Issuer as the principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of any Series and under such Notes, Coupons and Talons of a Successor in Business PROVIDED THAT: (i) a trust deed is executed or some other form of undertaking is given by the Successor in Business to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of this Trust Deed and the Notes, Coupons and Talons of the relevant Series, with any consequential amendments which the Trustee may deem appropriate, as fully as if the Successor in Business had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Issuer and had been named on the Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer; (ii) the Trustee shall be satisfied that (x) the Successor in Business has obtained all necessary governmental and regulatory approvals and consents necessary for its assumption of the obligations and liabilities as principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of the relevant Series and under such Notes, Coupons and Talons in place of the Issuer and (y) such approvals and consents are at the time of substitution in full force and effect; (iii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Successor in Business at least equivalent to the rights they have against the Issuer; (iv) the Issuer and the Successor in Business comply with such other requirements as the Trustee may direct or require in the interests of the holders of the Notes of the relevant Series; (v) without prejudice to the generality of paragraphs (i), (ii), (iii) and (iv) of this Clause 15.3(b), where the Successor in Business is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 6 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Successor in Business is incorporated, domiciled or resident or the taxing jurisdiction of which, or of any authority of or in which, the Successor in Business is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) if the directors of the Successor in Business shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and (vii) without prejudice to the rights of reliance of the Trustee under paragraph (vi) of this Clause 15.3(b), the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes of the relevant Series. Upon the execution of such documents and compliance with such the said requirements. On completion of : (A) the formalities set out Successor in this Condition 14.3 and the Security Documents, the Substituted Obligor Business shall be deemed to be named in these Conditionsthis Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the Security Documentsrelevant Series and on such Notes, the other Programme Documents Coupons and the ETP Securities Talons as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents this Trust Deed and the ETP Securities relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution; (B) the substitutionIssuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Clause 15.3(b), be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and such Notes, Coupons and Talons; and (C) the Issuer or the Successor in Business shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the holders of the Notes of the relevant Series in accordance with Condition 12.

Appears in 3 contracts

Samples: Forty First Supplemental Trust Deed, Supplemental Trust Deed, Forty First Supplemental Trust Deed

Substitution. ‌ (a) The Trustee may, may without the consent of the ETP Securityholders, but subject Noteholders at any time agree with the Issuer and the Guarantor to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution in place of the Issuer and/or the Guarantor (or of any the previous substitutesubstitute under this Clause) as the principal debtor or guarantor (as applicable) under the Security Documents, the other Programme Documents to which it is a party Notes and the ETP Securities of each Series, this Trust Deed of any other company being a Subsidiary, holding company or Subsidiary of such holding company of the Guarantor (incorporated in any jurisdiction) (any such substitute substituted company being hereinafter called the "Substituted Obligor"), New Company) provided that: (A) that a trust deed is executed or some other form of undertaking is given by the Substituted Obligor to the Trustee, New Company in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents provisions of this Trust Deed with any consequential amendments which the Trustee may deem appropriate as fully as if the New Company had been named in this Trust Deed as the principal debtor or guarantor (as applicable) in place of the Issuer or Guarantor (as applicable) (or of the previous substitute under the Clause) and provided further that the Guarantor unconditionally and irrevocably guarantees all amounts payable under this Trust Deed to the satisfaction of the Trustee. (b) The following further conditions shall apply to subclause 8.3(a) above:‌ (i) the Issuer, the Guarantor and the ETP Securities of each Series (New Company shall comply with such consequential amendments other requirements as the Trustee may deem appropriate) as if the Substituted Obligor had been named direct in the Security Documents and the ETP Securities as the principal debtor in place interests of the Issuer; (B) the Substituted Obligor assumes all rightsNoteholders, obligations and liabilities in relation to the Secured Propertyincluding, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid chargewithout limitation, pledge or other security interest over the Secured Property as was originally created execution by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitutionIssuer, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those Guarantor and/or New Company of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deedsdeed, documents and instruments (if any) as the Trustee may require in order that the substitution may be fully effective; (ii) where the New Company is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than or in addition to a Relevant Jurisdiction, then, subject to any necessary governmental approval (which the Issuer undertakes to use all reasonable efforts to obtain), and unless otherwise agreed by the Trustee undertakings or covenants shall be given by the New Company in terms corresponding to the provisions of Condition 9 (Taxation) with the substitution for (or, as the case may be, the addition to) the references to the Relevant Jurisdiction of references to that other or additional territory in which the New Company is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject (subject to such substitution is fully effective exceptions from that undertaking or covenant as reflect exceptions under the laws of that territory or taxing jurisdiction and comply with as are similar in scope and effect to the exceptions set out in Condition 9 (Taxation)) and Condition 7(b) (Redemption for Tax Reasons) shall be modified accordingly so that such Condition shall make reference to that other requirements in or additional territory, and any territory, political sub-division or authority therein or thereof having the interests power to tax; (iii) two Authorised Signatories of the ETP Securityholders as New Company (or other officers acceptable to the Trustee) shall certify in writing to the Trustee that the New Company is solvent at the time at which the relevant transaction is proposed to be effected (which certificate the Trustee may direct; (F) in connection with rely upon absolutely). The Trustee shall not be under any proposed substitution duty to have regard to the financial condition, profits or prospects of the Issuer, New Company or to compare the Trustee may, without the consent same with those of the holders of Issuer or the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements previous substitute under this Clause as the Trustee may direct in the interests of the ETP Securityholdersapplicable; and (Hiv) a legal opinion satisfactory the Trustee shall be entitled to refuse to approve any New Company if, pursuant to the Trustee is provided concerning any proposed substitution. An agreement law of the country of incorporation of the New Company, the assumption by the New Company of its obligations hereunder imposes responsibilities on the Trustee pursuant to this Condition 14.3 over and the Security Documents willabove those which have been assumed hereunder. (c) Any such trust deed or undertaking shall, if so expressed, operate or release the Issuer (or a the previous substitute) substitute as aforesaid from any or all of its obligations as principal debtor under the Security Documents, the ETP Securities and the other relevant Programme Documentsthis Trust Deed. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within Not later than 14 calendar days of after the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor New Company shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 17 (Notices). Upon the execution of such documents and compliance with such requirements, the New Company shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities this Trust Deed as the principal debtor in place of the Issuer (or in place of any the previous substitutesubstitute under this Clause) under this Trust Deed and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities this Trust Deed shall be deemed to be amended modified in such manner as shall be necessary to give effect to the substitutionabove provisions and, without limitation, references in this Trust Deed to the Issuer shall, unless the context otherwise requires, be deemed to be or include references to the New Company.

Appears in 2 contracts

Samples: Trust Deed, Trust Deed

Substitution. The Trustee mayEach Bank may transfer, without by way of novation, all or any part of its rights, benefits and/or obligations under this Agreement to another person subject to a minimum transfer amount of five million Dollars ($5,000,000) to be transferred (a “Substitute”) and provided that no Default has occurred and is continuing the consent of the ETP Securityholders, but subject Borrower (which consent shall not be unreasonably withheld or delayed). Any such novation shall be effected upon five (5) Banking Days’ prior notice by delivery to the prior consent Agent of each Authorised Participant a duly completed Substitution Certificate duly executed by such Bank, the Substitute and the Margin Loan ProviderAgent (for itself, agree the Borrower and the other Banks) and following receipt by the transferring Bank from the Substitute of an amount equal to the substitutionpurchase price to be paid by the Substitute for the Contribution being transferred. On the effective date specified in a Substitution Certificate so executed and delivered, to the extent that they are expressed in place such Substitution Certificate to be the subject of the Issuer (or of any previous substitute) as novation effected pursuant to this clause 15.4: 15.4.1 the principal debtor under the Security Documents, the other Programme Documents existing parties to which it is a party this Agreement and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given by the Substituted Obligor Bank party to the Trustee, in form relevant Substitution Certificate shall be released from their respective obligations towards one another under this Agreement (“discharged obligations”) and manner satisfactory their respective rights against one another under this Agreement (“discharged rights”) shall be cancelled; 15.4.2 the Substitute party to the Trustee, agreeing to be bound by the Security Documents relevant Substitution Certificate and the ETP Securities existing parties to this Agreement (other than the Bank party to such Substitution Certificate) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by such Substitute instead of each Series (with to or by such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersBank; and (H) a legal opinion satisfactory 15.4.3 the Substitute party to the Trustee is provided concerning any proposed substitution. An agreement by relevant Substitution Certificate and the Trustee pursuant existing parties to this Condition 14.3 and Agreement (other than the Security Documents willBank party to such Substitution Certificate) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Substitute instead of by or against such Bank and, if so expressed, release on the Issuer (or a previous substitute) from any or all of its obligations under the Security Documentsdate upon which such novation takes effect, the ETP Securities and Substitute shall pay to the Agent for its own account a transfer fee of three thousand Dollars ($3,000). The Agent shall promptly notify the other relevant Programme Documents. The Substituted Obligor shall give notice parties hereto of the substitution receipt by it of any Substitution Certificate and shall promptly deliver a copy of such Substitution Certificate to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionBorrower.

Appears in 2 contracts

Samples: Facilities Agreement (Aries Maritime Transport LTD), Junior Secured Loan Agreement (Omega Navigation Enterprises, Inc.)

Substitution. The Trustee maySubject to Section 12.07 below, without Tenant shall have the consent right to substitute like-kind assets for the Property Locations; provided, however, that (1) Tenant shall not have any such substitution right if the substitution of any Property Location would cause Landlord to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the ETP SecurityholdersInternal Revenue Code of 1986, but subject as the same may be amended from time to time (the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, in place “Code”) or such substituted like-kind asset is not “real property” under Section 856 of the Issuer Code, and (2) Landlord may irrevocably elect to retain the Property Locations that Tenant requests for substitution. If Tenant elects to conduct a substitution such that another unencumbered property location or of any previous substitutelocations (the “Substitute Property”) as the principal debtor under the Security Documents, the other Programme Documents to which it is substituted for a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company Property Location being the "Substituted Obligor"), provided thatreleased: (Aa) a deed is executed or undertaking given by the Substituted Obligor to the TrusteeTenant shall reimburse Landlord for substitution fees, in form costs and manner satisfactory to the Trusteeexpenses (including without limitation, agreeing to be bound by the Security Documents fees and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference expenses related to legal opinions) that (a) all necessary governmental charged by Landlord’s Mortgagee and regulatory approvals other out-of-pocket fees and consents necessary for or costs reasonably and actually incurred by Landlord in connection with such substitution; (b) Subject to the assumption requirements set forth in this Section 12.05, Landlord covenants that it shall provide Tenant with such cooperation as Tenant may reasonably request to qualify any exercise by Tenant of a substitution right under this Section 12.05 as a transaction qualifying under Section 1031 of the Substituted Obligor Code;, provided, however, that (i) Landlord shall not be obligated to pay, suffer or incur any additional expenses or liabilities as a result of cooperating in Tenant’s exchange and Landlord shall not be obligated to acquire any other real property in connection with Tenant’s exchange; (ii) Landlord shall not have any liability to Tenant for failure of the exchange to qualify under the Code; (iii) except as principal debtor otherwise expressly provided in respect ofthis Lease, and any assignment(s) made by Tenant in connection with such exchange shall not relieve Tenant of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained under this Lease; and (b) such approvals and consents are at the time of substitution in full force and effect; (Eiv) the Issuer and completion of one or more tax-deferred exchanges is not a condition to the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests performance by Tenant of the ETP Securityholders as the Trustee may direct; (F) obligations of Tenant set forth in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholdersthis Lease; and (Hc) a legal opinion satisfactory The substitution shall comply with the substitution requirements, if any, of Landlord’s Mortgagee related to substitution, as well as the following: (i) the Substitute Property shall be made subject to this Lease with no decline in Base Rent or any other Rent due hereunder; (ii) the appraised value of the Substitute Property shall be equal to or greater than the appraised value of the Property Location being released (each such appraisal having been prepared within one hundred eighty (180) days prior to the Trustee is provided concerning any proposed substitution. An agreement release and substitution date); (iii) the Substitute Property shall have a store level profitability equal to or greater than the store level profitability of the Property Location being released; (iv) to the extent required by its Mortgagee, Landlord shall have obtained (A) the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all written consent of its obligations Mortgagee to such substitution, and (B) confirmation from each statistical rating agency that has assigned a rating to securities sold in any Securitization in which any loan related to a Mortgage has been included that such Substitute Property shall not result in the downgrade, withdrawal or qualification of any securities backed by such respective loan; (v) no Default under this Lease has occurred and is continuing; (vi) the Security DocumentsProperty Location being substituted shall be released from this Lease; (vii) with respect to the Substitute Property, Landlord and its Mortgagee shall have received an engineering report and an environmental report, dated not more than one hundred eighty (180) days prior to the ETP Securities proposed date of substitution, acceptable to Landlord and its Mortgagee; and (viii) Landlord shall have received an officer’s certificate of Tenant certifying that the other relevant Programme Documents. The Substituted Obligor shall give notice square footage of the substitution to Substitute Property complies with the ETP Securityholders within 14 calendar days of the execution of such documents and compliance provisions in Section 12.07 hereof, along with such requirements. On completion of the formalities set out square footage calculations in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionsupport thereof.

Appears in 2 contracts

Samples: Master Lease (Spirit Finance Corp), Master Lease (Spirit Finance Corp)

Substitution. (a) The Trustee may, without the consent of the ETP SecurityholdersNoteholders or Couponholders, (including, but subject to the prior consent of each Authorised Participant and the Margin Loan Providernot limited to, in circumstances which would constitute a Permitted Reorganisation) agree to the substitutionsubstitution of the Issuer’s successor in business, transferee or assignee or any subsidiary of the Issuer or its successor in business, transferee or assignee or of the Guarantor or its successor in business, transferee or assignee or any subsidiary of the Guarantor or its successor in business, transferee or assignee (the “Substituted Obligor”) in place of the Issuer or Guarantor (or of any previous substitutesubstitute under this Clause) as the principal debtor or guarantor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Notes, the Receipts, the Coupons and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Talons provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents Notes, the Receipts, the Coupons and the ETP Securities of each Series Talons (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Notes, the Certificates, the Receipts, the Coupons and the ETP Securities Talons as the principal debtor in place of the IssuerIssuer or as the guarantor in place of the Guarantor (or of any previous substitute under this Clause); (Bii) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant “Substituted Territory”) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer is subject generally (the “Issuer’s Territory”), the Substituted Obligor shall (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 88 with the Issuer substitution for the obligations references in that Condition to the Issuer’s Territory of references to the Substituted ObligorTerritory whereupon the Trust Deed, the Notes, the Certificates, the Receipts, the Coupons and the Talons shall be read accordingly; (Ciii) if any director two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the IssuerIssuer or the Guarantor; (Div) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Guarantor and the Substituted Obligor comply with such other requirements requirements, if any, as the Trustee may direct in the interests of the ETP Securityholders; andNoteholders as a class; (Hv) a legal opinion (unless the Issuer’s successor in business, transferee or assignee or where relevant, the Guarantor or its successor in business, transferee or assignee is the Substituted Obligor) the obligations of the Substituted Obligor under this Trust Deed, the Notes, the Receipts, and the Coupons are guaranteed by the Guarantor in the same terms (with consequential amendments as necessary) as the Guarantee to the Trustee’s satisfaction; (vi) (unless all or substantially all of the assets of the Issuer or any previous Substituted Obligor are transferred to the Substituted Obligor) an unconditional and irrevocable guarantee in form and substance satisfactory to the Trustee is provided concerning any proposed substitution. An agreement given by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a any previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice (as applicable) of the substitution to the ETP Securityholders within 14 calendar days obligations of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor under this Trust Deed shall be deemed to be named have been given; (vii) the Trustee is satisfied that (i) the Substituted Obligor has obtained all governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor or guarantor under these presents and in these Conditionsrespect of the Notes, the Security Documents, the other Programme Documents Receipts and the ETP Securities as the principal debtor Coupons in place of the Issuer (or of Guarantor or any previous substituteSubstituted Obligor (as applicable) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.and

Appears in 2 contracts

Samples: Trust Deed, Trust Deed

Substitution. (a) The Trustee may, without the consent of the ETP SecurityholdersNoteholders or Couponholders, (including, but subject to the prior consent of each Authorised Participant and the Margin Loan Providernot limited to, in circumstances which would constitute a Permitted Reorganisation) agree to the substitutionsubstitution of the Issuer’s successor in business, transferee or assignee or any subsidiary of the Issuer or its successor in business, transferee or assignee or of the Guarantor or its successor in business, transferee or assignee or any subsidiary of the Guarantor or its successor in business, transferee or assignee (the “Substituted Obligor”) in place of the Issuer or Guarantor (or of any previous substitutesubstitute under this sub clause) as the principal debtor or guarantor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Notes, the Receipts, the Coupons and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Talons provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents Notes, the Receipts, the Coupons and the ETP Securities of each Series Talons (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Notes, the Certificates, the Receipts, the Coupons and the ETP Securities Talons as the principal debtor in place of the Issuer; (Bii) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant “Substituted Territory”) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer is subject generally (the “Issuer’s Territory”), the Substituted Obligor shall (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 88 with the Issuer substitution for the obligations references in that Condition to the Issuer’s Territory of references to the Substituted ObligorTerritory whereupon the Trust Deed, the Notes, the Certificates, the Receipts, the Coupons and the Talons shall be read accordingly; (Ciii) if any director 2 directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the IssuerIssuer or the Guarantor; (Div) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Guarantor and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; andNoteholders; (Hv) a legal opinion (unless the Issuer’s successor in business, transferee or assignee or where relevant, the Guarantor or its successor in business, transferee or assignee is the Substituted Obligor) the obligations of the Substituted Obligor under this Trust Deed, the Notes, the Receipts, and the Coupons are guaranteed by the Guarantor in the same terms (with consequential amendments as necessary) as the Guarantee to the Trustee’s satisfaction; (vi) (unless all or substantially all of the assets of the Issuer or any previous Substituted Obligor are transferred to the Substituted Obligor) an unconditional and irrevocable guarantee in form and substance satisfactory to the Trustee is provided concerning any proposed substitution. An agreement given by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a any previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice (as applicable) of the substitution to the ETP Securityholders within 14 calendar days obligations of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor under this Trust Deed shall be deemed to be named have been given; (vii) the Trustee is satisfied that (i) the Substituted Obligor has obtained all governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor under these presents and in these Conditionsrespect of the Notes, the Security Documents, the other Programme Documents Receipts and the ETP Securities as the principal debtor Coupons in place of the Issuer (or of any previous substituteSubstituted Obligor (as applicable) and these Conditions, (ii) such approvals and consents are at the Security Documents, the other Programme Documents time of substitution in full force and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.effect; and

Appears in 2 contracts

Samples: Trust Deed, Trust Deed

Substitution. The Trustee mayEach Bank (an "EXISTING BANK") may transfer, without by way of novation (but not by way of assignment or otherwise), all or any part (being at least NLG 15,000,000 and an integral multiple of NLG 5,000,000) of its rights, benefits and/or obligations under this Agreement (including, for the consent avoidance of the ETP Securityholdersdoubt, but subject any outstanding Telekabel Notes) to a Qualifying Bank (a "SUBSTITUTE") with the prior consent in writing of each Authorised Participant the Parent, such consent not to be unreasonably withheld or delayed. Any such novation shall be effected upon not less than 5 Banking Days' prior notice by delivery to the Agent of a duly completed Substitution Certificate duly executed by the Existing Bank and the Margin Loan ProviderSubstitute. On the Effective Date (as specified and defined in a Substitution Certificate so executed and delivered), agree to the substitution, in place extent that the Commitment and Contribution of the Issuer Existing Bank are expressed in a Substitution Certificate to be the subject of the novation in favour of the Substitute effected pursuant to this clause 17.3, by virtue of the counter-signature of the Substitution Certificate by the Agent (or of any previous substitute) as the principal debtor under the Security Documents, for itself and the other Programme Documents parties to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that:this Agreement): (A) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental the existing parties to this Agreement and regulatory approvals the Security Trust Deed and consents necessary for or in connection with the assumption by Existing Bank shall be released from their respective obligations towards one another under this Agreement and the Substituted Obligor of liability as principal debtor in respect of, Security Trust Deed ("DISCHARGED OBLIGATIONS") and of its obligations under, their respective rights against one another under this Agreement and the ETP Securities of each Series and any Programme Document have been obtained and Security Trust Deed ("DISCHARGED RIGHTS") shall be cancelled; (b) such approvals and consents are at the time of substitution in full force and effect; (E) Substitute party to the Issuer relevant Substitution Certificate and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant existing parties to this Condition 14.3 Agreement and the Security Documents will, if so expressed, release Trust Deed (other than such Existing Bank) shall assume obligations towards each other which differ from the Issuer discharged obligations only insofar as they are owed to or assumed by such Substitute instead of to or by such Existing Bank; and (or a previous substitutec) from any or all of its obligations under the Security Documents, Substitute party to the ETP Securities relevant Substitution Certificate and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution existing parties to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 Agreement and the Security Documents, the Substituted Obligor Trust Deed (other than such Existing Bank) shall be deemed to be named in these Conditions, the Security Documents, the acquire rights against each other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.which

Appears in 2 contracts

Samples: Loan Agreement (United Pan Europe Communications Nv), Loan Agreement (United Pan Europe Communications Nv)

Substitution. The Trustee may, without If and whenever the consent Company shall be required or permitted to subject any additional Property to the Lien of this Pledge Agreement that is not already so subject pursuant to any provision of this Pledge Agreement or pursuant to the terms of the ETP SecurityholdersMaster Sub- License Agreement or the Indenture, but subject the Company will furnish to the prior consent of each Authorised Participant Collateral Agent the following: (i) a Supplemental Pledge Agreement duly executed by the Company, appropriately describing, identifying and locating such Property or the Margin Loan Provider, agree location that is to become a Designated Location and specifically subjecting the same to the substitutionLien of this Pledge Agreement; (ii) in the case of Spare Parts, in place cash, Investment Securities or Property being subjected to the Lien of this Pledge Agreement, an Opinion of Counsel, dated the Issuer (or date of any previous substitute) as the principal debtor under the Security Documentsexecution of said Supplemental Pledge Agreement, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided stating that: (A1) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that said Supplemental Pledge Agreement: (a) all necessary governmental has been duly authorized, executed and regulatory approvals and consents necessary for or in connection with the assumption delivered by the Substituted Obligor of liability as principal debtor in respect ofCompany, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements except in the interests case of a Supplemental Pledge Agreement relating to Pledged Spare Parts, validly subjects to the Lien of this Pledge Agreement under applicable Federal and State laws all the right, title and interest of the ETP Securityholders as Company in and to the Trustee may direct; (F) Property specifically described in connection with any proposed substitution said Supplemental Pledge Agreement, or in the case of a Supplemental Pledge Agreement relating to Pledged Spare Parts, validly subjects to the Lien of this Pledge Agreement under applicable Federal and State laws all the right, title and interest of the Issuer, the Trustee may, without the consent Company in and to such of the holders of the ETP Securities, agree to a change of the law Pledged Spare Parts described in said Supplemental Pledge Agreement as may from time to time governing such ETP Securities and/or be situated at the Supplemental Trust Deed and/or Designated Locations within the Security DocumentsUnited States, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholdersonly while so situated; and (H2) a legal opinion satisfactory said Supplemental Pledge Agreement has been duly filed for recording in accordance with the provisions of the Federal Aviation Act, and either: (a) is not required to be filed or recorded in any other place within the Trustee is provided concerning any proposed substitution. An agreement by United States in order to perfect and preserve the Trustee pursuant to Lien of this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations Pledge Agreement under the Security Documentslaws of the United States on (i) except in the case of a Supplemental Pledge Agreement relating to Pledged Spare Parts, the ETP Securities Property specifically described in said Supplemental Pledge Agreement, or (ii) in the case of a Supplemental Pledge Agreement relating to Pledged Spare Parts, Spare Parts described in said Supplemental Pledge Agreement as may from time to time be situated at the Designated Locations within the United States, and the only while so situated; or (b) if any such other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor filing or recording shall be deemed to be named required that said filing or recording has been accomplished in these Conditionssuch other manner and places, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities which shall be deemed to be amended specified in such Opinion of Counsel, as are necessary to give effect to perfect and preserve the substitution.Lien of this Pledge Agreement; and

Appears in 2 contracts

Samples: Indenture (Trans World Airlines Inc /New/), Pledge and Security Agreement (Trans World Airlines Inc /New/)

Substitution. The Trustee may, without Upon receipt of notification from the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, in place of the Issuer (or Collateral Agent of any previous substitute) as default by the principal debtor Company under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Financing Documents and that the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents Collateral Agent desires to exercise its rights and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof remedies pursuant to the Security Documents and takes all such action as (i) to have itself or its designee substituted for the Trustee may require so Company under the Assigned Agreement or (ii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to any other person, including any assignee which is a purchaser at a foreclosure sale or by deed in lieu of foreclosure (an “Assignee”), then Consenting Party agrees that the Security constitutes a valid chargeCollateral Agent, pledge or other security interest over any of the Secured Property as was originally created by Parties or their respective designee or any Assignee (each, a “Substitute Owner”) may be substituted for the Issuer for Company under the Assigned Agreement and the Consenting Party shall continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner if such Substitute Owner assumes in writing the obligations of the Substituted Obligor; Company under the Assigned Agreement (C) if including the obligation to cure any director then-existing payment and performance defaults but excluding the obligation to cure any then-existing performance defaults that are not reasonably susceptible of cure). Consenting Party acknowledges that none of the Substituted Obligor certifies that it will be solvent immediately after Collateral Agent or the Secured Parties are liable under the Assigned Agreement and shall not become liable thereunder unless and until such substitutionparty shall become a Substitute Owner as described in this Section 4 hereof, and then, the Trustee need Collateral Agent, the Secured Parties, their successors or designees, and any Assignee shall not have regard personal liability to the Substituted Obligor’s financial condition, profits or prospects or compare them with those Consenting Party for the performance of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security DocumentsAssigned Agreement and the sole recourse of the Consenting Party in seeking enforcement of such obligations shall be to such parties’ interest in the Project. Upon any sale, assignment, transfer or other disposition to an Assignee, the ETP Securities Collateral Agent, its designees, and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor Secured Parties shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or relieved of any previous substitute) and these Conditions, all obligations arising under the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionAssigned Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Exelon Generation Co LLC), Indenture (Exelon Generation Co LLC)

Substitution. The Trustee Issuer (the “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the ETP Securityholdersrelevant Noteholders or Couponholders, but subject to substitute the prior consent Parent or any subsidiary of each Authorised Participant and the Margin Loan Provider, agree to the substitution, Parent (including TFS) in place of the Issuer (or of any previous substitute) as the principal debtor under the Security DocumentsNotes, the other Programme Documents to which it is a party relative Receipts and Coupons and the ETP Securities of each Series, of any other company Agency Agreement (incorporated in any jurisdictionthe “Substitute Issuer”) (any such substitute company being the "Substituted Obligor"), provided that: (Aa) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the Basic Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the Basic Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the Basic Agreement; (b) a deed is poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed or undertaking given by the Substituted Obligor Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Trusteesubstitution (the “Substitution Documents”) and, (without limiting the generality of the foregoing) under which (i) the Substitute Issuer shall undertake in form favour of the relevant Noteholders and manner satisfactory to the Trustee, agreeing Couponholders to be bound by the Security Documents terms and conditions of the relevant Notes, Receipts and Coupons and the ETP Securities provisions of each Series (with such consequential amendments the Agency Agreement as the Trustee may deem appropriate) fully as if the Substituted Obligor Substitute Issuer had been named in the Security Documents relevant Notes, Receipts and Coupons and the ETP Securities Agency Agreement as the principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement; (Bc) the Substituted Obligor assumes all rights, obligations and liabilities in relation without prejudice to the Secured Propertygenerality of paragraph (b) above, acknowledges where the Security created Substitute Issuer is subject generally to a taxing jurisdiction differing from or in respect thereof pursuant addition to the Security taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents and takes all such action in terms corresponding to the provisions of Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the Trustee case may require so that be, was subject of references to the Security constitutes a valid chargetaxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, pledge or other security interest over as the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligorcase may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (Dd) the Trustee will be satisfied Substitution Documents shall contain a warranty and representation (if it requires, by reference to legal opinionsi) that (a) the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the proposed substitution of the Substitute Issuer, such Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the assumption by relevant Notes, Receipts and Coupons and the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effectAgency Agreement; (Eh) in the case of substitution of TCCI or a Canadian subsidiary of the Parent in place of the Retiring Issuer, no withholding or other taxes will be payable by any such Substitute Issuer; (i) legal opinions shall have been delivered to the Agent (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Substituted Obligor will execute Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the Substitute Issuer and the relevant Notes, Receipts and Coupons and the Agency Agreement are legal, valid and binding obligations of the Substitute Issuer shall procure enforceable in accordance with their terms and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Margin Loan Provider Parent, TFS and any other Programme Party will execute such other deedsthe Substitute Issuer, documents and instruments (if any) as the Trustee case may require be, enforceable in order that such substitution is fully effective and comply accordance with such other requirements in the interests of the ETP Securityholders as the Trustee may direct;its terms; and (Fj) in connection with any proposed such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the consequences of such substitution of for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Trustee mayRetiring Issuer, without the consent Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the holders of Substitution Documents as referred to in paragraph (b) above, (i) the ETP Securities, agree to a change of Substitute Issuer shall be the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, relevant Issuer named in the opinion of relevant Notes, the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Receipts and Coupons and the Substituted Obligor comply with such other requirements Agency Agreement as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Retiring Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities relevant Notes, Receipts and Coupons and the Agency Agreement shall thereby be deemed to be amended as necessary to give effect to the substitutionsubstitution of the Substitute Issuer as principal debtor and (ii) the Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement. With effect on and from the time of the substitution of the Substitute Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes, Receipts and Coupons; (B) the Substitute Issuer has rights which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons (in each case subject to paragraph (c) above); and (C) the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons. The Substitution Documents shall be deposited with and held by the Agent and (in the case of Registered Notes) copied to the Registrar for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents. Within 14 days of a substitution taking effect under this Condition 14, the Retiring Issuer shall give notice of such substitution to the relevant Noteholders in accordance with Condition 16.

Appears in 2 contracts

Samples: Agency Agreement (Toyota Motor Credit Corp), Agency Agreement (Toyota Motor Credit Corp)

Substitution. The Trustee mayIssuer may at any time substitute, without the consent of the ETP SecurityholdersNoteholders or the Couponholders, but subject the Guarantor or a Subsidiary of the Guarantor (such substituted company being hereinafter called the "New Company") to assume liability for the due and punctual payment of all payments and the performance of all the Issuer's obligations under the Notes and the Coupons then outstanding. Upon any such substitution, the New Company shall succeed to the prior consent rights and obligations of each Authorised Participant the Issuer (or any previous substitute) under the Notes and the Margin Loan Provider, agree to Issuer (or any previous substitute) shall be released from its liability on the substitutionNotes. Such substitution shall be permitted only if, in place addition to assuming the obligations of the Issuer (or of any previous substitute) as the principal debtor under the Security DocumentsNotes: (i) the New Company shall, the other Programme Documents to which it is by means of a party and the ETP Securities of each Series, of any other company deed poll (incorporated in any jurisdiction) (any such substitute company being the "Substituted ObligorSubstitution Deed Poll"), provided that: agree to indemnify each Noteholder and Couponholder against (A) a deed is executed any taxes, duties, fees, assessments or undertaking given by the Substituted Obligor governmental charges of whatever nature which are imposed on such holder with respect to the Trusteesuch Note, in form and manner satisfactory which would not have been so imposed had such substitution not been made, (B) any taxes, duties, fees, assessments or governmental charges of whatever nature imposed on or relating to the Trustee, agreeing to be bound by the Security Documents such substitution and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriateC) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place any costs or expenses of the Issueract of such substitution; (Bii) unless such New Company is the Guarantor, the Guarantor shall in the Substitution Deed Poll irrevocably guarantee all payments in respect of the Notes; (iii) the Substituted Obligor assumes New Company shall warrant, by means of the Substitution Deed Poll, that all rights, necessary governmental approvals and consents for the assumption by the New Company of its obligations and liabilities the giving and implementation of the Guarantor's guarantee (if applicable) have been obtained and are in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents full force and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for effect and the obligations of the Substituted Obligor;New Company under the Notes and of the Guarantor under its guarantee to guarantee payments in respect of the Notes (if applicable) are legal, valid, binding and enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and general principles of equity; and (Civ) if any director the New Company shall have obtained legal opinions from independent legal advisers of recognised standing in the country of incorporation of the Substituted Obligor certifies New Company, Hong Kong and England that it will be solvent immediately after such substitutionthe obligations of the New Company and, unless the New Company is the Guarantor, the Trustee need not Guarantor in respect of the Notes and the Substitution Deed Poll, as the case may be, are legal, valid and binding and that all consents and approvals as aforesaid have regard been obtained. Not more than 30 nor less than 15 days prior to the Substituted Obligor’s financial condition, profits or prospects or compare them with those effective date of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption substitution by the Substituted Obligor of liability as principal debtor in respect ofNew Company, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure give notice to the Noteholders and the Couponholders, in accordance with Condition 12, of the substitution, stating that copies, or pending execution thereof final drafts, of the Margin Loan Provider Substitution Deed Poll and any other Programme Party will execute such other deeds, relevant documents and instruments of the legal opinions are available for inspection by Noteholders and Couponholders at the specified offices of the Paying Agents during normal business hours. The originals of the Substitution Deed Poll and other documents will be delivered to the Fiscal Agent to hold until there are no claims outstanding in respect of the Notes or the Coupons. Upon the substitution becoming effective (x) references (if any) as in these Conditions to the Trustee may require in order that such substitution British Virgin Islands shall be replaced by references to the country of incorporation and, if different, the country of tax residence of the New Company and (y) if the New Company is fully effective and comply with such other requirements not the Guarantor, all references in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial Conditions to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory Guarantor shall apply to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee Guarantor in its capacity as such pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute16(ii) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionabove.

Appears in 2 contracts

Samples: Supplemental Agency Agreement (PCCW LTD), Agency Agreement (PCCW LTD)

Substitution. ‌ (a) The Trustee may, without the previous consent or sanction of the ETP Securityholdersholders of the Notes, but subject to the prior consent Coupons or Talons of each Authorised Participant and the Margin Loan Providerany Series, agree with the Issuer to the substitution, in place of the Issuer (or of any previous substitute) as the principal debtor under this Trust Deed in relation to the Security DocumentsNotes, the other Programme Documents to which it is a party Coupons and the ETP Securities Talons of each Seriesany Series and under such Notes, Coupons and Talons, of any Holding Company or of any subsidiary of the Issuer (hereinafter called the Substituted Issuer) PROVIDED THAT:‌ (i) a trust deed is executed or some other company form of undertaking is given by the Substituted Issuer to the Trustee, in form and manner satisfactory to the Trustee,‌ agreeing to be bound by the terms of this Trust Deed and the Notes, Coupons and Talons of the relevant Series, with any consequential amendments which the Trustee may deem appropriate, as fully as if the Substituted Issuer had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Issuer and had been named on the Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer; (incorporated ii) the Trustee shall be satisfied that (x) the Substituted Issuer has obtained all necessary governmental and regulatory approvals and consents necessary for its assumption of the obligations and liabilities as principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of the relevant Series and under such Notes, Coupons and Talons in place of the Issuer and (y) such approvals and consents are at the time of substitution in full force and effect;‌ (iii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Substituted Issuer at least equivalent to the rights they have against the Issuer;‌ (iv) the Issuer and the Substituted Issuer comply with such other requirements as the Trustee may direct or require in the interests of the holders of the Notes of the relevant Series;‌ (v) without prejudice to the generality of subparagraphs (i), (ii), (iii) and (iv) of this Clause 15.3(a), where the Substituted Issuer is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any jurisdiction) (authority in, a territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 7 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Substituted Issuer is incorporated, domiciled or resident or to the taxing jurisdiction of which, or of any authority of or in which, the Substituted Issuer is otherwise subject generally and in the event of any such substitute company covenant being given the "provisions of this Trust Deed shall be read and construed accordingly; (vi) in the case of any Tier 2 Notes, the obligations of the Substituted Obligor"Issuer in respect of such Tier 2 Notes, Coupons and Talons shall be subordinated on a basis equivalent to that referred to in Condition 2; (vii) if the directors of the Substituted Issuer shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and‌ (viii) without prejudice to the rights of reliance of the Trustee under paragraph (vii) of this Clause 15.3(a), provided thatthe Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes and Coupons of the relevant Series. Upon the execution of such documents and compliance with the said requirements: (A) the Substituted Issuer shall be deemed to be named in this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and on such Notes, Coupons and Talons as principal debtor in place of the Issuer and this Trust Deed and the relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution; (B) the Issuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Clause 15.3(a), be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and such Notes, Coupons and Talons; and (C) the Issuer shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the holders of the Notes of the relevant Series in accordance with Condition 13. (b) The Trustee may, without the previous consent or sanction of the holders of the Notes, Coupons or Talons of any Series, agree with the Issuer to the substitution, in place of the Issuer as the principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of any Series and under such Notes, Coupons and Talons of a Successor in Business PROVIDED THAT:‌ (i) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor Successor in Business to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of this Trust Deed and the ETP Securities Notes, Coupons and Talons of each Series (the relevant Series, with such any consequential amendments as which the Trustee may deem appropriate) , as fully as if the Substituted Obligor Successor in Business had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Security Documents Issuer and had been named on the ETP Securities Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer;Issuer;‌ (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (Dii) the Trustee will shall be satisfied (if it requires, by reference to legal opinions) that (ax) the Successor in Business has obtained all necessary governmental and regulatory approvals and consents necessary for or in connection with its assumption of the assumption by the Substituted Obligor of liability obligations and liabilities as principal debtor under this Trust Deed in respect ofrelation to the Notes, Coupons and Talons of its obligations under, the ETP Securities of each relevant Series and any Programme Document have been obtained under such Notes, Coupons and Talons in place of the Issuer and (by) such approvals and consents are at the time of substitution in full force and effect;effect;‌ (Eiii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Successor in Business at least equivalent to the rights they have against the Issuer;‌ (iv) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require Successor in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor Business comply with such other requirements as the Trustee may direct or require in the interests of the ETP Securityholders; andholders of the Notes of the relevant Series;‌ (Hv) without prejudice to the generality of paragraphs (i), (ii), (iii) and (iv) of this Clause 15.3(b), where the Successor in Business is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a legal opinion satisfactory territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 7 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Successor in Business is incorporated, domiciled or resident or the taxing jurisdiction of which, or of any authority of or in which, the Successor in Business is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) if the directors of the Successor in Business shall certify to the Trustee that it is provided concerning solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and‌ (vii) without prejudice to the rights of reliance of the Trustee under paragraph (vi) of this Clause 15.3(b), the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes of the relevant Series. Upon the execution of such documents and compliance with the said requirements: (A) the Successor in Business shall be deemed to be named in this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and on such Notes, Coupons and Talons as principal debtor in place of the Issuer and this Trust Deed and the relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any proposed supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution. An ; (B) the Issuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents willClause 15.3(b), if so expressed, release the Issuer (or a previous substitute) be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Security DocumentsNotes, Coupons and Talons of the ETP Securities relevant Series and such Notes, Coupons and Talons; and (C) the other relevant Programme Documents. The Substituted Obligor shall Issuer or the Successor in Business shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the ETP Securityholders within 14 calendar days holders of the execution of such documents and compliance with such requirements. On completion Notes of the formalities set out relevant Series in this accordance with Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution13.

Appears in 1 contract

Samples: Trust Deed

Substitution. 14.2.1 The Trustee may, without only with the consent of the ETP SecurityholdersNoteholders, but subject to the prior consent holder of each Authorised Participant and the Margin Loan ProviderReceipts (if any) or Couponholders (if any), agree to the substitution, in place of the Issuer (or of any previous substitute) substitute under this Clause 14.2.1), as the principal debtor under the Security Documents, the other Programme Documents to which it is a party Trust Deed and the ETP Securities of each Seriesrelevant Notes, Receipts, Coupons and Talons, as applicable, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (Ai) a deed is executed or an undertaking is given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents Trust Deed and the ETP Securities of relevant Notes, Receipts, Coupons and Talons and each Series other Transaction Agreement (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents Trust Deed and the ETP Securities other Transaction Agreements and the relevant Notes, Receipts, Coupons and Talons as the principal debtor in place of the Issuer; (Bii) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Mortgaged Property, acknowledges the Security created in respect thereof pursuant to the Trust Deed and any other Security Documents Document and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (Ciii) if any director two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (Div) the Trustee will shall be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series relevant Notes, Receipts, Coupons and any Programme Document Talons and the Transaction Agreements have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (Ev) the Issuer and the Substituted Obligor will shall execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will each relevant Transaction Counterparty shall execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may directeffective; (Fvi) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securitiesrelevant Notes, Receipts, Coupons or Talons, agree to a change of the law from time to time governing such ETP Securities Notes, Receipts, Coupons or Talons and/or the Supplemental Trust Deed and/or the Security Documentsany other Transaction Agreement, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholdersthe Noteholders; (Gvii) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersNoteholders; and (Hviii) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.

Appears in 1 contract

Samples: Master Trust Terms

Substitution. The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, in place of the Issuer (or of any previous substitute) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given If so requested by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Bond Trustee mayshall, if it is satisfied based on advice from its legal advisors that to do so would not be materially prejudicial to the Covered Bondholders, without the consent of the holders of the ETP SecuritiesCovered Bonds of any Series or Coupons relating thereto, or any other Secured Creditor, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) with the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory Guarantor to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release substitution in place of the Issuer (or of the previous substitute under this Section 21.3) as the principal debtor hereunder and all other Transaction Documents of any Subsidiary of the Issuer (such substituted issuer being hereinafter called the New Company), provided that: (a) in each case a previous substitute) from any or all trust deed is executed and other forms of its obligations under undertaking are given by the Security DocumentsNew Company in the form and manner satisfactory to the Bond Trustee, agreeing to be bound by the ETP Securities provisions hereof and the other relevant Programme Documents. The Substituted Obligor shall give notice Transaction Documents and all of the substitution to the ETP Securityholders within 14 calendar days outstanding Covered Bonds of all Series, in place of the execution of such documents Issuer, and compliance with such requirements. On completion of any consequential amendments which the formalities set out in this Condition 14.3 Bond Trustee may deem appropriate as fully as if the New Company had been named herein and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Transaction Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any the previous substitutesubstitute under this Section 21.3) (b) the Issuer and the Guarantor will each deliver to the Bond Trustee a certificate signed by two Authorized Signatories of the Issuer and, in the case of the Guarantor, the Managing GP stating that immediately after giving effect to such transaction no Issuer Event of Default or Potential Issuer Event of Default (in respect of the Issuer) and these Conditionsno Guarantor Event of Default or Potential Guarantor Event of Default (in respect of the Guarantor), respectively, has occurred and be continuing; (c) the Rating Agency Condition is satisfied with respect thereto; (d) the Issuer shall execute and deliver to the Bond Trustee (in such form reasonably acceptable to the Bond Trustee) an undertaking to guarantee the obligations of the New Company in respect of the Covered Bonds, this Trust Deed and the Australian Deed Poll; (e) where the New Company is domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than or in addition to Canada or any province or territory thereof or any authority therein or thereof having power to tax, undertakings or covenants will be given by the New Company in terms corresponding to the provisions of Condition 7 (Taxation) with the substitution for (or, as the case may be, the Security Documentsaddition to) the references to Canada or any province or territory thereof or any authority therein or thereof having power to tax of references to that other or additional territory in which the New Company is incorporated, the other Programme Documents and the ETP Securities shall domiciled or resident or to whose taxing jurisdiction it is subject and, where such undertaking or covenant is provided, references in Condition 6.2 (Redemption for taxation reasons) to Canada or any province or territory thereof or any authority therein or thereof having power to tax will be deemed to be amended as necessary to give effect accordingly; (f) the Covered Bond Guarantee remaining in place mutatis mutandis in relation to the substitutionobligations of the New Company; and (g) the Issuer and the Guarantor will deliver to the Bond Trustee legal opinions obtained from lawyers approved by the Bond Trustee in (i) Canada, and (ii) the jurisdiction of incorporation of the New Company if not in Canada, in each case in form and substance satisfactory to the Bond Trustee. Any such substitution shall be notified by the Issuer to the Covered Bondholders in accordance with Condition 13 (Notices) and the other Secured Creditors as soon as practicable thereafter).

Appears in 1 contract

Samples: Trust Deed (Scotiabank Covered Bond Guarantor Limited Partnership)

Substitution. Prior to the Substitution, the Issuer shall not consolidate with or merge with or into (whether or not the Issuer is the surviving corporation), or convey, transfer or lease all or substantially all of its assets in one or more related transactions to, any Person, unless pursuant to a Substitution (as defined below). The Trustee mayshall, at Zhaikmunai LLP‟s written instruction, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution of Zhaikmunai LLP or its successor in place of business (the Issuer (or of any previous substitute“Substituted Obligor”) as the principal debtor Issuer under the Security Documents, the other Programme Documents to which it is a party this Indenture and the ETP Securities of each Series, of any other company Notes (incorporated in any jurisdictionthe “Substitution”) (any such substitute company being the "Substituted Obligor"), provided that: (A1) a deed is executed or undertaking given by the Substituted Obligor will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form and manner reasonably satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted ObligorIssuer under the Notes and this Indenture; (C2) if any director the General Director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not Substitution; (3) each Guarantor (other than the Substituted Obligor) shall have regard by supplemental indenture confirmed that its Notes Guarantee shall apply to the Substituted Obligor’s financial condition, profits or prospects or compare them with those Obligor‟s obligations in respect of this Indenture and the IssuerNotes; (D4) the Issuer and the Substituted Obligor shall have delivered to the Trustee satisfactory evidence that the Proceeds Loan shall be assigned or novated to the Substituted Obligor immediately after giving effect to such Substitution; (5) the Substituted Obligor shall have delivered an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, to the effect that the Securityholders will not recognize income, gain or loss for United States federal, Kazakh or Dutch income tax purposes as a result of such transaction and will be satisfied subject to United States federal, Kazakh and Dutch (or the jurisdiction of organization of any successor company) income tax on the same amounts, in the same manner and at the same times as would have been the case if it requiressuch transaction had not occurred; (6) the Substituted Obligor shall have delivered to the Trustee an Officer‟s Certificate and an Opinion of Counsel, by reference to legal opinions) each stating that (ai) the Substituted Obligor has obtained all necessary governmental and regulatory approvals and consents necessary for or in connection with the its assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor Notes in place of the Issuer Issuer; (or of any previous substituteii) the Parent has obtained all governmental and these Conditions, regulatory approvals and consents necessary for the Security Documents, the other Programme Documents and the ETP Securities shall be deemed Notes Guarantee to be amended fully effective as necessary to give effect to the substitution.described in Clause (3) above; and

Appears in 1 contract

Samples: Indenture

Substitution. 12.2.1 The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderNoteholders or Couponholders, agree to the substitution, substitution of the Issuer’s successor in business or any Subsidiary of the Issuer (other than an Excluded Subsidiary) (the “Substituted Obligor”) in place of the Issuer (or of any previous substitutesubstitute under this sub-Clause) as the principal debtor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Notes and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Coupons provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents Notes and the ETP Securities of each Series Coupons (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Notes and the ETP Securities Coupons as the principal debtor in place of the Issuer; (Bii) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant “Substituted Territory”) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer is subject generally (the “Issuer’s Territory”), the Substituted Obligor will (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 7 with the Issuer substitution for the obligations references in that Condition to the Issuer’s Territory of references to the Substituted Obligor;Territory whereupon the Trust Deed, the Notes and the Coupons will be read accordingly (Ciii) if any director two Authorised Signatories of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (Div) the Trustee will be is satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would Noteholders will not be materially prejudicial to prejudiced by the interests of such ETP Securityholders;substitution (Gv) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; Noteholders and (Hvi) a legal opinion satisfactory to (unless the Trustee Issuer’s successor in business is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place under this Trust Deed, the Notes and the Coupons) the obligations of the Substituted Obligor as the principal debtor under this Trust Deed, the Notes and the Coupons are guaranteed by the Issuer (or of any previous substitutewith consequential amendments as necessary) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionTrustee’s satisfaction.

Appears in 1 contract

Samples: Trust Deed (PPL Corp)

Substitution. The Trustee mayIssuer (which expression in this Condition 15 shall include any company previously substituted hereunder) and the Guarantor may at any time, without the consent of the ETP SecurityholdersHolders, but subject to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, in place of substitute for the Issuer (1) the Guarantor or (2) any company or other body corporate incorporated in the European Economic Area and that, at the time of any previous substitutesuch substitution, is a wholly-owned direct or indirect subsidiary of the Guarantor (the "Substitute") as upon prior notice to the principal debtor under the Security DocumentsFiscal Agent, the other Programme Documents to which it is a party and Paying Agents and, in accordance with Condition 14 (Notices), the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor")Holders, provided that: (Ai) no payment in respect of the Securities is at the relevant time overdue; (ii) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, Substitute agreeing to be bound by the Security Documents Conditions, the Securities, the Fiscal Agency Agreement and the ETP Securities Deed of each Series (with such consequential amendments as the Trustee may deem appropriate) Covenant as if the Substituted Obligor Substitute had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security DocumentsSecurities, the other Programme Documents Fiscal Agency Agreement and the ETP Securities Deed of Covenant as the principal debtor in place of the Issuer (or the "Deed Poll"); (iii) where the Substitute is not the Guarantor, the obligations of any previous substitute) and these the Substitute under the Deed Poll, the Conditions, the Security DocumentsSecurities, the other Programme Documents Fiscal Agency Agreement and the ETP Deed of Covenant are unconditionally and irrevocably guaranteed by the Guarantor under a deed of guarantee executed by the Guarantor (the "New Deed of Guarantee"); (iv) if the Substitute is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the "Substituted Territory") other than the taxing jurisdiction of the Issuer (the "Issuer's Territory") or the Guarantor (the "Guarantor's Territory"), the Substitute shall in the Deed Poll give an undertaking in terms corresponding to Condition 8 (Taxation) with the substitution of the references in that Condition to the laws of the Issuer's Territory for equivalent or similar references to the laws of the Substituted Territory whereupon the Conditions, the Securities and the Fiscal Agency Agreement shall be deemed read accordingly and any references to be amended the Issuer's Territory herein and therein being substituted for references to the Substituted Territory, as necessary applicable; (v) the Substitute shall have become party to the Fiscal Agency Agreement, with any appropriate consequential amendments as agreed between the Fiscal Agent and the Substitute to give effect to the substitution; (vi) the issue of legal opinions addressed to the Fiscal Agent from one or more international law firms as to the laws of England and of the relevant jurisdictions of the Guarantor and the Substitute, as applicable, selected by the Substitute or the Guarantor, and confirming (x) that each of the Substitute and the Guarantor (as the case may be) has capacity to assume all rights, duties and obligations under the Deed Poll, the Fiscal Agency Agreement and the Securities or the New Deed of Guarantee (as the case may be) and has obtained all necessary corporate or governmental authorisation in its jurisdiction to assume all such rights and obligations and (y) the legality, validity and enforceability of such obligations; (vii) the Substitute (if incorporated in a jurisdiction other than England) shall have appointed an agent to receive, for and on its behalf, service of process in any Proceedings (as defined in Condition 17(b) (Jurisdiction)) in England; (viii) the Substitute and the Guarantor, after having given each Rating Agency at least 14 days' notice of such substitution, not having received confirmation from any Rating Agency that the substitution will adversely affect the eligibility for, or attribution of, the amount of "equity credit" (or such other nomenclature that the Rating Agency may then use to describe the degree to which an instrument exhibits the characteristics of an ordinary share) as is attributed to the Securities immediately prior to such substitution; and (ix) two authorised signatories of the Issuer or two authorised signatories of the Substitute shall have delivered to the Fiscal Agent a certificate stating that the Issuer or, as the case may be, the Substitute has concluded that such substitution (A) will not result in the Substitute becoming entitled, as at the date such substitution becomes effective, to redeem the Securities pursuant to a Tax Event, a Capital Event, an Accounting Event, a Substantial Purchase Event or a Withholding Tax Event and (B) will not result in the terms of the Securities immediately following such substitution being materially less favourable to Holders generally than the terms of the Securities immediately prior to such substitution.

Appears in 1 contract

Samples: Fiscal Agency Agreement

Substitution. (a) 14.2.1 The Trustee may, without the consent of the ETP SecurityholdersNoteholders or Couponholders, (including, but subject to the prior consent of each Authorised Participant and the Margin Loan Providernot limited to, in circumstances which would constitute a Permitted Reorganisation) agree to the substitutionsubstitution of the Issuer'sIssuer’s successor in business, transferee or assignee or any subsidiary of the Issuer or its successor in business, transferee or assignee or of the Guarantor or its successor in business, transferee or assignee or any subsidiary of the Guarantor or its successor in business, transferee or assignee (the "(the “Substituted Obligor"”) in place of the Issuer or Guarantor (or of any previous substitutesubstitute under this sub-clause) as the principal debtor or guarantor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Notes, the Receipts, the Coupons and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Talons provided that: (Ai) (a) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents Notes, the Receipts, the Coupons and the ETP Securities of each Series Talons (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Notes, the Certificates, the Receipts, the Coupons and the ETP Securities Talons as the principal debtor in place of the Issuer; (Bii) (b) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant "“Substituted Territory"”) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer is subject generally (the "Issuer's“Issuer’s Territory"”), the Substituted Obligor shall (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 88 with the Issuer substitution for the obligations references in that Condition to the Issuer'sIssuer’s Territory of references to the Substituted ObligorTerritory whereupon the Trust Deed, the Notes, the Certificates, the Receipts, the Coupons and the Talons shall be read accordingly; (Ciii) (c) if any director 2 directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted ObligorObligor'sObligor’s financial condition, profits or prospects or compare them with those of the IssuerIssuer or the Guarantor; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.

Appears in 1 contract

Samples: Trust Deed

Substitution. The Trustee mayEach Bank (an "Existing Bank") may transfer, without by way of novation (but not by way of assignment or otherwise), all or any part of its rights, benefits and/or obligations under this Agreement to another Qualifying Bank (a "Substitute") in minimum amounts of $7,500,000, with the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, in place of the Issuer (or of any previous substitute) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that writing (a) all necessary governmental and regulatory approvals and consents necessary for of the Parent, such consent not to be unreasonably withheld or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained delayed and (b) of the Swingline Bank and the Overdraft Bank, such approvals consent not to be unreasonably withheld or delayed. Any such novation shall be effected upon not less than 5 Banking Days' prior notice by delivery to the Agent of a duly completed Substitution Certificate duly executed by the Existing Bank and consents the Substitute. On the Transfer Date (as specified and defined in a Substitution Certificate so executed and delivered), to the extent that the Commitment and Contribution of the Existing Bank are at expressed in a Substitution Certificate to be the time subject of substitution the novation in full force favour of the Substitute effected pursuant to this clause 18.3, by virtue of the counter-signature of the Substitution Certificate by the Agent (for itself, the Borrowers, the Guarantors, the Arrangers, the Banks, the Swingline Bank, the Agent and effectthe Security Trustee and the other parties to this Agreement): (a) the existing parties to this Agreement and the Existing Bank shall be released from their respective obligations towards one another under this Agreement ("discharged obligations") and their respective rights against one another under this Agreement ("discharged rights") shall be cancelled; (Eb) the Issuer Substitute party to the relevant Substitution Certificate and the Substituted Obligor will execute existing parties to this Agreement and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Security Trust Deed and/or (other than such Existing Bank) shall assume obligations towards each other which differ from the Security Documents, provided that discharged obligations only insofar as they are owed to or assumed by such change Substitute instead of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of or by such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersExisting Bank; and (Hc) a legal opinion satisfactory the Substitute party to the Trustee is provided concerning any proposed substitution. An agreement by relevant Substitution Certificate and the Trustee pursuant existing parties to this Condition 14.3 Agreement and the Security Documents willTrust Deed (other than such Existing Bank) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Substitute instead of by or against such Existing Bank, if so expressedand, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documentson such Transfer Date, the ETP Securities Substitute shall pay to the Agent a fee of L1,500, as to L1,000 for the account of the Agent and as to L500 for the account of the Parent. The Agent shall promptly notify the other Banks and the other relevant Programme DocumentsParent of the receipt by it of any Substitution Certificate and shall promptly deliver a copy of such Substitution Certificate to the Parent. The Substituted Obligor shall give notice portions of any such transfer fees which are for the account of the substitution Parent shall be paid by the Agent to the ETP Securityholders within 14 calendar days Parent in arrears at three monthly intervals commencing three months after the date of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionAgreement.

Appears in 1 contract

Samples: Loan Agreement (Cordiant Communications Group PLC /Adr)

Substitution. (a) The Trustee may, without the consent of the ETP SecurityholdersBondholders or the Couponholders, but subject so as to bind the Bondholders and the Couponholders, agree with the Company and the Guarantor to the prior consent substitution of each Authorised Participant and the Margin Loan Provider, agree to Guarantor or any Subsidiary or holding company of the substitution, Guarantor or any subsidiary of such holding company (the "Substituted Obligor") in place of the Issuer Company (or of any previous substitutesubstitute under this Clause 15.2, 15.3) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor")these presents, provided that: (Ai) the Trustee is satisfied that such substitution is not materially prejudicial to the interests of the Bondholders; (ii) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor and, where the Substituted Obligor is not the Guarantor, the Guarantor to the Trustee, in a form and manner satisfactory to the Trustee, agreeing to be bound or, as the case may be, to continue to be bound by the Security Documents and provisions of these presents binding on the ETP Securities of each Series (Company or, as the case may be, the Guarantor with such any consequential amendments as which the Trustee may deem appropriate) appropriate as fully as if the Substituted Obligor had been named in the Security Documents and the ETP Securities these presents as the principal debtor in place of the IssuerCompany (or of any preVious substitute under this Clause 15.2) and, unless the Substituted Obligor is the Guarantor, the guarantee of the Guarantor in these presents had been given accordingly; (Biii) where the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Propertytaxing jurisdiction of any territory or any political sub-division or any authority of or in that territory having power to tax (for the purpose of this Clause 15.2, acknowledges the Security created "Substituted Territory") other than or in respect thereof pursuant addition to any territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as political sub-division or authority of or in which) the Company (or any previous substitute under this Clause 15.2) is subject generally (for the purpose of this Clause 15.2, the "Existing Territory"), the Substituted Obligor will (unless the Trustee may require so otherwise agrees) give to the Trustee an undertaking in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 8 with the substitution for or, where applicable, the addition to, the references in that Condition to the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations Existing Territory of references to the Substituted ObligorTerritory and in such event these presents will be read accordingly; (Civ) if any director two of the directors or other officers acceptable to the Trustee of the Substituted Obligor certifies that it certify to the Trustee to the effect that, having made all reasonable enquiries, in the opinion of the persons so certifying the Substituted Obligor will be solvent immediately after such substitution, the Trustee may rely absolutely on such certificate and need not have regard to the Substituted Obligor’s financial condition, profits or prospects of the Substituted Obligor or compare them with those of the Issuer;Company (or any previous substitute under this Clause 15.2) or call for any further evidence and the provisions of Clause 11(d) shall apply; and (Dv) the Trustee will be satisfied Company, the Guarantor (if it requiresand any previous substitute under Clause 15.3) and, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series (and any Programme Document have been obtained and (bprevious substitute under this Clause 15.2) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) Bondholders. In the case of such substitution, the Trustee may agree, without the consent of the Bondholders or the Couponholders, to a legal change of law governing these presents provided that such change would not, in the opinion satisfactory of the Trustee, be materially prejudicial to the Trustee interests of the Bondholders. Any such substitution as is provided concerning any proposed substitution. An agreement permitted by this Clause 15.2 shall be binding upon the Trustee pursuant to this Condition 14.3 Bondholders and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionCouponholders.

Appears in 1 contract

Samples: Master Trust Deed (Midamerican Energy Holdings Co /New/)

Substitution. The Trustee Issuer (the “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the ETP Securityholdersrelevant Noteholders or Couponholders, but subject to substitute the prior consent Parent or any subsidiary of each Authorised Participant and the Margin Loan Provider, agree to the substitution, Parent (including TFS) in place of the Issuer (or of any previous substitute) as the principal debtor under the Security DocumentsNotes, the other Programme Documents to which it is a party relative Receipts and Coupons and the ETP Securities of each Series, of any other company Agency Agreement (incorporated in any jurisdictionthe “Substitute Issuer”) (any such substitute company being the "Substituted Obligor"), provided that: (Aa) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the Basic Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the Basic Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the Basic Agreement; (b) a deed is poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed or undertaking given by the Substituted Obligor Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Trustee, substitution (the “Substitution Documents”) and (without limiting the generality of the foregoing) under which (i) the Substitute Issuer shall undertake in form favour of the relevant Noteholders and manner satisfactory to the Trustee, agreeing Couponholders to be bound by the Security Documents terms and conditions of the relevant Notes, Receipts and Coupons and the ETP Securities provisions of each Series (with such consequential amendments the Agency Agreement as the Trustee may deem appropriate) fully as if the Substituted Obligor Substitute Issuer had been named in the Security Documents relevant Notes, Receipts and Coupons and the ETP Securities Agency Agreement as the principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement; (Bc) the Substituted Obligor assumes all rights, obligations and liabilities in relation without prejudice to the Secured Propertygenerality of paragraph (b) above, acknowledges where the Security created Substitute Issuer is subject generally to a taxing jurisdiction differing from or in respect thereof pursuant addition to the Security taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents and takes all such action in terms corresponding to the provisions of Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the Trustee case may require so that be, was subject of references to the Security constitutes a valid chargetaxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, pledge or other security interest over as the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligorcase may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (Dd) the Trustee will be satisfied Substitution Documents shall contain a warranty and representation (if it requires, by reference to legal opinionsi) that (a) the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the proposed substitution of the Substitute Issuer, such Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the assumption by relevant Notes, Receipts and Coupons and the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effectAgency Agreement; (Eh) in the case of substitution of TCCI or a Canadian subsidiary of the Parent in place of the Retiring Issuer, no withholding or other taxes will be payable by any such Substitute Issuer; (i) legal opinions shall have been delivered to the Agent (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Substituted Obligor will execute Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the Substitute Issuer and the relevant Notes, Receipts and Coupons and the Agency Agreement are legal, valid and binding obligations of the Substitute Issuer shall procure enforceable in accordance with their terms and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Margin Loan Provider Parent, TFS and any other Programme Party will execute such other deedsthe Substitute Issuer, documents and instruments (if any) as the Trustee case may require be, enforceable in order that such substitution is fully effective and comply accordance with such other requirements in the interests of the ETP Securityholders as the Trustee may direct;its terms; and (Fj) in connection with any proposed such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the consequences of such substitution of for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Trustee mayRetiring Issuer, without the consent Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the holders of Substitution Documents as referred to in paragraph (b) above, (i) the ETP Securities, agree to a change of Substitute Issuer shall be the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, relevant Issuer named in the opinion of relevant Notes, the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Receipts and Coupons and the Substituted Obligor comply with such other requirements Agency Agreement as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Retiring Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities relevant Notes, Receipts and Coupons and the Agency Agreement shall thereby be deemed to be amended as necessary to give effect to the substitutionsubstitution of the Substitute Issuer as principal debtor and (ii) the Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement. With effect on and from the time of the substitution of the Substitute Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes, Receipts and Coupons; (B) the Substitute Issuer has rights which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons (in each case subject to paragraph (c) above); and (C) the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons. The Substitution Documents shall be deposited with and held by the Agent and (in the case of Registered Notes) copied to the Registrar for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents. Within 14 days of a substitution taking effect under this Condition 14, the Retiring Issuer shall give notice of such substitution to the relevant Noteholders in accordance with Condition 16.

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

Substitution. The Trustee mayEach Bank (a "Transferor Bank") may transfer, without by way of novation, all or any part of its rights, benefits and/or obligations under this Agreement and the Security Trust Deed to any Qualifying Bank (a "Substitute") with the prior written consent of the ETP Securityholders, Borrower (which shall not be unreasonably withheld or delayed) provided that no such consent is necessary if such Substitute is a wholly-owned Subsidiary (being a Qualifying Bank) of such Transferor Bank or a person (being a Qualifying Bank) of whom such Transferor Bank is a wholly-owned Subsidiary if any such transfer would not give rise to any obligation to make any payment on the part of the Borrower which it would not have had to make at such time but subject for such transfer. Any such novation shall be effected upon five Banking Days' prior notice by delivery to the prior consent Agent of each Authorised Participant a duly completed Substitution Certificate duly executed by such Bank, the Substitute and the Margin Loan ProviderAgent (for itself, agree the Arrangers, the Security Trustee, the Borrower, the Charging Subsidiaries and the other Banks). On the effective date specified in a Substitution Certificate so executed and delivered, to the substitution, extent that they are expressed in place such Substitution Certificate to be the subject of the Issuer (or of any previous substitute) as the principal debtor under the Security Documents, the other Programme Documents novation effected pursuant to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided thatthis clause 17.4: (Aa) a deed is executed or undertaking given by the Substituted Obligor existing parties to this Agreement and the Bank party to the Trustee, in form relevant Substitution Certificate shall be released from their respective obligations towards one another under this Agreement and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents Trust Deed ("discharged obligations") and the ETP Securities of each Series their respective rights against one another under this Agreement (with such consequential amendments as the Trustee may deem appropriate"discharged rights") as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuershall be cancelled; (Bb) the Substituted Obligor assumes all rights, obligations and liabilities in relation Substitute party to the Secured Property, acknowledges relevant Substitution Certificate and the existing parties to this Agreement and the Security created in respect thereof pursuant Trust Deed (other than the Bank party to such Substitution Certificate) shall assume obligations towards each other which differ from the Security Documents and takes all discharged obligations only insofar as they are owed to or assumed by such action as the Trustee may require so that the Security constitutes a valid charge, pledge Substitute instead of to or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligorsuch Bank; (Cc) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard Substitute party to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer relevant Substitution Certificate and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant existing parties to this Condition 14.3 Agreement and the Security Documents willTrust Deed (other than the Bank party to such Substitution Certificate) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Substitute instead of by or against such Bank, if so expressed, release and on the Issuer date upon which such novation takes effect (or where such novation takes place after 19 July 1996) the Substitute shall pay to the Agent for its own account a previous substitute) from any or all fee of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documentsoe500. The Substituted Obligor Agent shall give notice promptly notify the Borrower of the substitution receipt by it of any Substitution Certificate and deliver a copy thereof to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionBorrower.

Appears in 1 contract

Samples: Loan Agreement (Telewest Communications PLC /New/)

Substitution. 14.2.1 The Bond Trustee may, without the consent of the ETP SecurityholdersBondholders, Receiptholders or Couponholders, but subject to the prior consent terms of each Authorised Participant and the Margin Loan ProviderSTID, agree to the substitution, substitution of the Issuer’s successor in business or of the Guarantor or its successor in business (the “Substituted Obligor”) in place of the Issuer (or of any previous substitutesubstitute under this Clause 14.2) as the principal debtor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Bonds, the Receipts, the Coupons and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Bond Trustee, in form and manner satisfactory to the Bond Trustee, agreeing to be bound by this Trust Deed, the Security Documents Bonds, the Receipts, the Coupons and the ETP Securities of each Series Talons (with such consequential amendments as the Bond Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Bonds, the Certificates, the Receipts, the Coupons and the ETP Securities Talons as the principal debtor in place of the IssuerIssuer or as the guarantor in place of the Guarantor as the case may be; (Bii) if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the “Substituted Territory”) other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Issuer is subject generally (the “Issuer’s Territory”), or to which the Guarantor is subject generally (the “Guarantor’s Territory”) the Substituted Obligor assumes all rights, obligations and liabilities in relation shall (unless the Bond Trustee otherwise agrees) give to the Secured Property, acknowledges the Security created in respect thereof pursuant Bond Trustee an undertaking satisfactory to the Security Documents and takes all such action Bond Trustee in terms corresponding to Condition 10 (Taxation) with the substitution for the references in that Condition to the Issuer’s Territory or the Guarantor’s Territory as the Trustee case may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations be of references to the Substituted ObligorTerritory whereupon the Trust Deed, the Bonds, the Certificates, the Receipts, the Coupons and the Talons shall be read accordingly; (Ciii) if any director two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Bond Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the IssuerIssuer or the Guarantor; (Div) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Guarantor and the Substituted Obligor comply with such other requirements as the Bond Trustee may direct in the interests of the ETP SecurityholdersBondholders including, but not limited to: (a) the legal opinions specified by the Bond Trustee concerning the substitution (in a form satisfactory in the Bond Trustee) being provided to the Bond Trustee); (b) certification by the Issuer to the Bond Trustee any listing will continue to be maintained after the substitution; and (Hc) a legal opinion satisfactory notice is given to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice Bondholders of the substitution to by the ETP Securityholders within 14 calendar days Issuer in accordance with the Conditions (v) (unless the Issuer’s successor in business or where relevant, the Guarantor or its successor in business is the Substituted Obligor) the obligations of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditionsunder this Trust Deed, the Security DocumentsBonds, the other Programme Documents Receipts, and the ETP Securities Coupons are guaranteed by the Guarantor in the same terms (with consequential amendments as necessary) as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect Guarantee to the substitutionBond Trustee’s satisfaction; and (vi) an RAC or Ratings Notification is provided to the Bond Trustee.

Appears in 1 contract

Samples: Trust Deed

Substitution. (a) The Trustee may, without the previous consent or sanction of the ETP Securityholdersholders of the Notes, but subject to the prior consent Coupons or Talons of each Authorised Participant and the Margin Loan Providerany Series, agree with the Issuer to the substitution, in place of the Issuer (or of any previous substitute) as the principal debtor under this Trust Deed in relation to the Security DocumentsNotes, the other Programme Documents to which it is a party Coupons and the ETP Securities Talons of each Seriesany Series and under such Notes, Coupons and Talons, of any other company Holding Company or of any subsidiary of the Issuer (incorporated in any jurisdictionhereinafter called the Substituted Issuer) (any such substitute company being the "Substituted Obligor"), provided that:PROVIDED THAT:‌ (Ai) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor Issuer to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of this Trust Deed and the ETP Securities Notes, Coupons and Talons of each Series (the relevant Series, with such any consequential amendments as which the Trustee may deem appropriate) , as fully as if the Substituted Obligor Issuer had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Security Documents Issuer and had been named on the ETP Securities Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer;Issuer;‌ (Bii) the Trustee shall be satisfied that (x) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) has obtained all necessary governmental and regulatory approvals and consents necessary for or in connection with its assumption of the assumption by the Substituted Obligor of liability obligations and liabilities as principal debtor under this Trust Deed in respect ofrelation to the Notes, Coupons and Talons of its obligations under, the ETP Securities of each relevant Series and any Programme Document have been obtained under‌ such Notes, Coupons and Talons in place of the Issuer and (by) such approvals and consents are at the time of substitution in full force and effect; (Eiii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Substituted Issuer at least equivalent to the rights they have against the Issuer;‌ (iv) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct or require in the interests of the ETP Securityholders; andholders of the Notes of the relevant Series;‌ (Hv) without prejudice to the generality of subparagraphs (i), (ii), (iii) and (iv) of this Clause 13.2(a), where the Substituted Issuer is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a legal opinion satisfactory territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 6 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Substituted Issuer is incorporated, domiciled or resident or to the taxing jurisdiction of which, or of any authority of or in which, the Substituted Issuer is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) if the directors of the Substituted Issuer shall certify to the Trustee that it is provided concerning solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and‌ (vii) without prejudice to the rights of reliance of the Trustee under paragraph (vi) of this Clause 13.2(a), the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes and Coupons of the relevant Series. Upon the execution of such documents and compliance with the said requirements: (A) the Substituted Issuer shall be deemed to be named in this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and on such Notes, Coupons and Talons as principal debtor in place of the Issuer and this Trust Deed and the relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any proposed supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution. An ; (B) the Issuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents willClause 13.2(a), if so expressed, release the Issuer (or a previous substitute) be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Security DocumentsNotes, Coupons and Talons of the ETP Securities relevant Series and such Notes, Coupons and Talons; and (C) the other relevant Programme Documents. The Substituted Obligor shall Issuer shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the ETP Securityholders within 14 calendar days holders of the Notes of the relevant Series in accordance with Condition 12. (b) The Trustee may, without the previous consent or sanction of the holders of the Notes, Coupons or Talons of any Series, agree with the Issuer to the substitution, in place of the Issuer as the principal debtor under this Trust Deed in relation to the Notes, Coupons and‌ Talons of any Series and under such Notes, Coupons and Talons of a Successor in Business PROVIDED THAT: (i) a trust deed is executed or some other form of undertaking is given by the Successor in Business to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of this Trust Deed and the Notes, Coupons and Talons of the relevant Series, with any consequential amendments which the Trustee may deem appropriate, as fully as if the Successor in Business had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Issuer and had been named on the Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer;‌ (ii) the Trustee shall be satisfied that (x) the Successor in Business has obtained all necessary governmental and regulatory approvals and consents necessary for its assumption of the obligations and liabilities as principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of the relevant Series and under such Notes, Coupons and Talons in place of the Issuer and (y) such approvals and consents are at the time of substitution in full force and effect;‌ (iii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Successor in Business at least equivalent to the rights they have against the Issuer;‌ (iv) the Issuer and the Successor in Business comply with such other requirements as the Trustee may direct or require in the interests of the holders of the Notes of the relevant Series;‌ (v) without prejudice to the generality of paragraphs (i), (ii), (iii) and (iv) of this Clause 13.2(b), where the Successor in Business is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 6 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Successor in Business is incorporated, domiciled or resident or the taxing jurisdiction of which, or of any authority of or in which, the Successor in Business is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) if the directors of the Successor in Business shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and‌ (vii) without prejudice to the rights of reliance of the Trustee under paragraph (vi) of this Clause 13.2(b), the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes of the relevant Series. Upon the execution of such documents and compliance with such the said requirements. On completion of : (A) the formalities set out Successor in this Condition 14.3 and the Security Documents, the Substituted Obligor Business shall be deemed to be named in these Conditionsthis Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the Security Documentsrelevant Series and on such Notes, the other Programme Documents Coupons and the ETP Securities Talons as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents this Trust Deed and the ETP Securities relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution; (B) the substitutionIssuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Clause 13.2(b), be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and such Notes, Coupons and Talons; and (C) the Issuer or the Successor in Business shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the holders of the Notes of the relevant Series in accordance with Condition 12.

Appears in 1 contract

Samples: Trust Deed

Substitution. The Trustee mayrelevant Issuer, or any previously substituted company, may at any time, without the consent of the ETP SecurityholdersNoteholders or the Couponholders, but subject to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, in place of the Issuer (or of any previous substitute) substitute for itself as the principal debtor under the Security Documents, the other Programme Documents to which it is a party Notes and the ETP Securities Coupons, a Subsidiary of each Series, of any other company Castellum (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"Substitute), provided thatthat no payment in respect of the Notes or the Coupons is at the relevant time overdue. The substitution shall be made by a deed poll (the Deed Poll), to be substantially in the form exhibited to the Agency Agreement, and may take place only if: (Ai) a deed is executed or undertaking given by the Substituted Obligor Substitute shall have become party to the TrusteeAgency Agreement mutatis mutandis, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor it had been named in the Security Documents an original party thereto and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for shall assume the obligations of the Substituted Obligorrelevant Issuer under the Deed of Covenant relating to the Notes; (Cii) if any director the Substitute shall, by means of the Substituted Obligor certifies Deed Poll, agree to indemnify each Noteholder and Couponholder against any withholding, tax, duty, assessment or governmental charge which is imposed on it by (or by any authority in or of) the jurisdiction of the country of the Substitute’s residence for tax purposes and/or, if different, of its incorporation with respect to any Note, Coupon or Deed of Covenant and which would not have been so imposed had the substitution not been made, as well as against any withholding, tax, duty, assessment or governmental charge, and any cost or expense, relating to the substitution;‌ (iii) where the Substitute is not Castellum AB and in the event that it will be solvent immediately after such substitutionall the assets and liabilities of Castellum AB are not assumed by the Substitute, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those obligations of the IssuerSubstitute under the Deed Poll, the Agency Agreement, the Deed of Covenant, the Notes and the Coupons shall be unconditionally and irrevocably guaranteed by Castellum AB substantially in the form of the guarantee contained in the Deed Poll; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (aiv) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary governmental and regulatory approvals and consents necessary for or in connection with consents) to ensure that the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations underDeed Poll, the ETP Securities Agency Agreement, the Deed of each Series Covenant, the Notes and any Programme Document Coupons represent valid, legally binding and enforceable obligations of the Substitute and (in the case of Notes issued by Castellum Finance) in the case of the Deed Poll of Castellum have been obtained taken, fulfilled and (b) such approvals done and consents are at the time of substitution in full force and effect; (Ev) the Issuer Substitute, if incorporated in a jurisdiction other than England, shall have appointed an agent to receive, for and the Substituted Obligor will execute on its behalf, service of process in any proceedings in England; (vi) each listing authority and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments stock exchange (if any) as on which the Trustee may require in order that Notes are then admitted to listing or trading shall have confirmed that, following the proposed substitution, the Notes will be admitted to listing or trading by such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may directlisting authority or stock exchange; (Fvii) in connection with any proposed substitution the Substitute shall have delivered to the Noteholders (care of the Issuer, the Trustee may, without the consent Principal Paying Agent) a certificate signed by two authorised signatories of the holders of Substitute that the ETP Securities, agree Substitute is solvent at the time at which the substitution is proposed to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholderseffected; (Gviii) legal opinions, subject to customary assumptions and qualifications, addressed to the Issuer Noteholders shall have been delivered to them (care of the Principal Paying Agent) from a lawyer or firm of lawyers with a leading securities practice in each jurisdiction referred to in (ii) above and in England confirming, as applicable, (A) that the Substituted Obligor comply with such other requirements Substitute has obtained all necessary approvals for its assumptions of its duties and liabilities as the Trustee may direct in the interests Substitute and, where relevant, Castellum AB has obtained all necessary approvals for its giving of the ETP Securityholdersguarantee referred to in (iii) above and (B) any documents to which the Substitute is a party under paragraphs (i) and (ii) above and to which Castellum AB is a party under (iii) above, as the case may be, constitute legal, valid, binding and enforceable obligations of the Substitute or Castellum AB, as the case may be; and (Hix) a legal opinion satisfactory the relevant Issuer shall have given at least 14 days’ prior notice in accordance with Condition 14 (Notices) of such substitution to the Trustee is provided concerning any proposed substitutionNoteholders stating that copies, or, pending execution, the agreed text of all documents in relation to the substitution which are referred to above, or which might otherwise reasonably be regarded as material to Noteholders, will be available for inspection at the specified office of each of the Paying Agents. An agreement by the Trustee pursuant References in Condition 10 (Events of Default and Enforcement) to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor Notes shall be deemed to be named in these Conditions, include obligations under the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionDeed Poll.

Appears in 1 contract

Samples: Agency Agreement

Substitution. 12.2.1 The Trustee mayshall, without the consent of the ETP SecurityholdersNoteholders, but subject at any time agree with the Issuer and the Guarantor to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution in place of the Issuer (or of any previous substitutesubstitute under this clause) as the principal debtor under the Security Documents, the other Programme Documents to which it is of a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) legal entity (any such substitute company being the "Substituted Obligor")legal entity, provided that:a “Substituted (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents this Trust Deed and the ETP Securities of each Series Notes (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents this Trust Deed and the ETP Securities Notes as the principal debtor in place of the Issuer; (Bii) an agency agreement is executed or some other form of undertaking is given by the Substituted Obligor assumes all rights, obligations in form and liabilities in relation manner satisfactory to the Secured PropertyTrustee, acknowledges agreeing to be bound by the Security created in respect thereof pursuant to the Security Documents and takes all such action as provisions of these presents with any consequential amendments which the Trustee may require so that deem appropriate as fully as if the Security constitutes a valid charge, pledge or other security interest over Substituted Obligor had been named in these presents as the Secured Property as was originally created by the Issuer for the obligations principal debtor in place of the Substituted Obligorrelevant Issuer (or of the previous substitute under this Clause); (Ciii) if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any director authority of or in that territory with power to tax (the “Substituted Territory”) other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Issuer is subject generally (the “Issuer’s Territory”), the Substituted Obligor will give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to Condition 10 (Taxation) with the substitution for the references in that Condition to the Issuer's Territory of references to the Substituted Territory whereupon the Trust Deed and the Notes will be read accordingly and Condition 7(b) (Redemption for Tax Reasons) shall be modified accordingly; (iv) two authorised signatories of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, substitution (in which case the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer); (Dv) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Guarantor and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersNoteholders; (vi) the Substituted Obligor is a legal entity incorporated in a Member State of the European Economic Area; (vii) that (except where the Substituted Obligor is the Guarantor) the Guarantor unconditionally and irrevocably guarantees all amounts payable under the Conditions to the satisfaction of the Trustee; and (Hviii) a legal opinion satisfactory opinions from legal advisers acceptable to the Trustee is in any relevant jurisdiction are provided concerning any proposed substitution. An agreement by to the Trustee pursuant to this Condition 14.3 stating, among other things, that these presents constitute legal, valid, binding and enforceable obligations of MAS Real Estate Inc. and the Security Documents willSubstituted Obligor, and further provided that the Trustee shall not be bound to so agree if so expressedany such substitution would, release in the Issuer opinion of the Trustee, have the effect of: (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre funded to its satisfaction; (ii) changing, increasing or a previous substituteadding to the obligations or duties of the Trustee; or (iii) from removing or amending any protection or all of its obligations indemnity afforded to, or any other provision in favour of, the Trustee under the Security DocumentsTrust Deed, the ETP Securities and Conditions and/or the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionNotes.

Appears in 1 contract

Samples: Trust Deed

Substitution. 13.2.1 The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderBondholders, agree to the substitution, substitution of the Issuer’s successor in business or any Subsidiary of the Issuer or the Guarantor or any of their successors in business (the “Substituted Obligor”) in place of the Issuer (or of any previous substitutesubstitute under this sub-Clause) as the principal debtor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Agency Agreement and the ETP Securities Bonds and the Trustee may, without the consent of each Seriesthe Bondholders, agree to the substitution of the Guarantor’s successor in business or any other company Subsidiary of the Guarantor or its successor in business (incorporated in any jurisdiction) (any such substitute company being the "also a “Substituted Obligor")”) in place of the Guarantor (or any previous substitute under this sub-Clause) as the guarantor under this Trust Deed, the Agency Agreement and the Bonds, in each case provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents Agency Agreement and the ETP Securities of each Series Bonds (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Agency Agreement and the ETP Securities Bonds as the principal debtor in place of the IssuerIssuer or as the guarantor in place of the Guarantor as the case may be; (Bii) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant “Substituted Territory”) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action authority of or in which) the Issuer is subject generally (the “Issuer’s Territory”) or to which the Guarantor is subject generally (the “Guarantor’s Territory”), the Substituted Obligor will (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to Condition 8 with the substitution for the references in that Condition to the Issuer’s Territory or the Guarantor’s Territory, as the Trustee case may require so that the Security constitutes a valid chargebe, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of references to the Substituted ObligorTerritory whereupon this Trust Deed, the Agency Agreement and the Bonds will be read accordingly; (Ciii) if any director two directors of the Substituted Obligor certifies certify in writing to the Trustee that it will be solvent immediately after such substitution, substitution (upon which certification the Trustee may rely upon without further enquiry and without liability). The Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the IssuerIssuer or the Guarantor; (Div) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Guarantor and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersBondholders; and (Hv) a legal opinion satisfactory to (unless the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (Issuer’s successor in business or a previous substitute) from any or all of its obligations under the Security Documentswhere relevant, the ETP Securities and Guarantor or its successor in business is the other relevant Programme Documents. The Substituted Obligor shall give notice Obligor) the obligations of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditionsunder this Trust Deed, the Security Documents, the other Programme Documents Agency Agreement and the ETP Securities Bonds are guaranteed by the Guarantor on the same terms (with consequential amendments as necessary) as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect Guarantee to the substitutionTrustee’s satisfaction.

Appears in 1 contract

Samples: Trust Deed

Substitution. 15.2.1 The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderNoteholders, agree to the substitutionsubstitution of the Issuer’s successor in business, transferee or assignee or any Subsidiary of the Issuer or its successor in business, transferee or assignee (the “Substituted Obligor”) in place of the Issuer (or of any previous substitutesubstitute under this sub-clause) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party this Trust Deed and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Subordinated Notes provided that: (Ai) the Subordinated Notes are unconditionally and irrevocably guaranteed by the Issuer in a form and manner satisfactory to the Trustee; (ii) the Trustee is satisfied that the interests of the Noteholders are not materially prejudiced by the substitution; (iii) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents this Trust Deed and the ETP Securities of each Series Subordinated Notes (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents this Trust Deed and the ETP Securities Subordinated Notes as the principal debtor in place of the Issuer; (Biv) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Propertytaxing jurisdiction of a territory or any authority of or in that territory with power to tax (the “Substituted Territory”) other than the Issuer’s, acknowledges the Security created in respect thereof pursuant Substituted Obligor will (unless the Trustee otherwise agrees) give to the Security Documents and takes all such action as Trustee an undertaking satisfactory to the Trustee may require so that in terms corresponding to Condition 9 (Taxation) with the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer substitution for the obligations references in that Condition to the Issuer’s Territory of references to the Substituted ObligorTerritory whereupon this Trust Deed and the Notes will be read accordingly; (Cv) if any director two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (Gvi) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; andNoteholders; (Hvii) a legal opinion (unless all or substantially all of the assets of the Issuer or any previous Substituted Obligor are transferred to the Substituted Obligor) an unconditional and irrevocable guarantee in form and substance satisfactory to the Trustee is given by the Issuer or any previous Substituted Obligor (as applicable) of the obligations of the Substituted Obligor under this Trust Deed shall have been given; (viii) the Trustee is satisfied that (i) the Substituted Obligor has obtained any governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor under these presents and in respect of the Subordinated Notes, the Receipts and the Coupons in place of the Issuer or any previous Substituted Obligor (as applicable) and (ii) such approvals and consents are at the time of substitution in full force and effect; (ix) the Trustee is provided concerning any proposed substitution. An with such legal opinions as it may require in respect of such substitution in form and substance satisfactory to it; (x) Release of Issuer and Substitute Obligor: Any such agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents Clause 15.2 will, if so expressed, operate to release the Issuer (or a any such previous substituteSubstituted Obligor) from any or all of its obligations under the Security Documents, the ETP Securities this Trust Deed and the other relevant Programme DocumentsSubordinated Notes. The Substituted Obligor shall give Not later than 14 days after the execution of any such documents and after compliance with such requirements, notice of the substitution will be given to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.Noteholders;

Appears in 1 contract

Samples: Trust Deed Amendment

Substitution. ‌ (a) The Trustee may, without the previous consent or sanction of the ETP Securityholdersholders of the Notes, but subject to the prior consent Coupons or Talons of each Authorised Participant and the Margin Loan Providerany Series, agree with the Issuer to the substitution, in place of the Issuer (or of any previous substitute) as the principal debtor under this Trust Deed in relation to the Security DocumentsNotes, the other Programme Documents to which it is a party Coupons and the ETP Securities of each SeriesTalons of‌ any Series and under such Notes, Coupons and Talons, of any other company Holding Company or of any subsidiary of the Issuer (incorporated in any jurisdictionhereinafter called the Substituted Issuer) (any such substitute company being the "Substituted Obligor"), provided thatPROVIDED THAT: (Ai) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor Issuer to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of this Trust Deed and the ETP Securities Notes, Coupons and Talons of each Series (the relevant Series, with such any consequential amendments as which the Trustee may deem appropriate) , as fully as if the Substituted Obligor Issuer had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Security Documents Issuer and had been named on the ETP Securities Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer;Issuer;‌ (Bii) the Trustee shall be satisfied that (x) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) has obtained all necessary governmental and regulatory approvals and consents necessary for or in connection with its assumption of the assumption by the Substituted Obligor of liability obligations and liabilities as principal debtor under this Trust Deed in respect ofrelation to the Notes, Coupons and Talons of its obligations under, the ETP Securities of each relevant Series and any Programme Document have been obtained under such Notes, Coupons and Talons in place of the Issuer and (by) such approvals and consents are at the time of substitution in full force and effect;effect;‌ (Eiii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Substituted Issuer at least equivalent to the rights they have against the Issuer;‌ (iv) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct or require in the interests of the ETP Securityholders; andholders of the Notes of the relevant Series;‌ (Hv) without prejudice to the generality of subparagraphs (i), (ii), (iii) and (iv) of this Clause 15.3(a), where the Substituted Issuer is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a legal opinion satisfactory territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 7 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Substituted Issuer is incorporated, domiciled or resident or to the taxing jurisdiction of which, or of any authority of or in which, the Substituted Issuer is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) in the case of any Tier 2 Notes, the obligations of the Substituted Issuer in respect of such Tier 2 Notes, Coupons and Talons shall be subordinated on a basis equivalent to that referred to in Condition 2; (vii) if the directors of the Substituted Issuer shall certify to the Trustee that it is provided concerning solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and‌ (viii) without prejudice to the rights of reliance of the Trustee under paragraph (vii) of this Clause 15.3(a), the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes and Coupons of the relevant Series. Upon the execution of such documents and compliance with the said requirements: (A) the Substituted Issuer shall be deemed to be named in this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and on such Notes, Coupons and Talons as principal debtor in place of the Issuer and this Trust Deed and the relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any proposed supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution. An ; (B) the Issuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents willClause 15.3(a), if so expressed, release the Issuer (or a previous substitute) be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Security DocumentsNotes, Coupons and Talons of the ETP Securities relevant Series and such Notes, Coupons and Talons; and (C) the other relevant Programme Documents. The Substituted Obligor shall Issuer shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the ETP Securityholders within 14 calendar days holders of the Notes of the relevant Series in accordance with Condition 13. (b) The Trustee may, without the previous consent or sanction of the holders of the Notes, Coupons or Talons of any Series, agree with the Issuer to the substitution, in place of the Issuer as the principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of any Series and under such Notes, Coupons and Talons of a Successor in Business PROVIDED THAT:‌ (i) a trust deed is executed or some other form of undertaking is given by the Successor in Business to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of this Trust Deed and the Notes, Coupons and Talons of the relevant Series, with any consequential amendments which the Trustee may deem appropriate, as fully as if the Successor in Business had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Issuer and had been named on the Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer;‌ (ii) the Trustee shall be satisfied that (x) the Successor in Business has obtained all necessary governmental and regulatory approvals and consents necessary for its assumption of the obligations and liabilities as principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of the relevant Series and under such Notes, Coupons and Talons in place of the Issuer and (y) such approvals and consents are at the time of substitution in full force and effect;‌ (iii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Successor in Business at least equivalent to the rights they have against the Issuer;‌ (iv) the Issuer and the Successor in Business comply with such other requirements as the Trustee may direct or require in the interests of the holders of the Notes of the relevant Series;‌ (v) without prejudice to the generality of paragraphs (i), (ii), (iii) and (iv) of this Clause 15.3(b), where the Successor in Business is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 7 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Successor in Business is incorporated, domiciled or resident or the taxing jurisdiction of which, or of any authority of or in which, the Successor in Business is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) if the directors of the Successor in Business shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and‌ (vii) without prejudice to the rights of reliance of the Trustee under paragraph (vi) of this Clause 15.3(b), the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes of the relevant Series. Upon the execution of such documents and compliance with such the said requirements. On completion of : (A) the formalities set out Successor in this Condition 14.3 and the Security Documents, the Substituted Obligor Business shall be deemed to be named in these Conditionsthis Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the Security Documentsrelevant Series and on such Notes, the other Programme Documents Coupons and the ETP Securities Talons as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents this Trust Deed and the ETP Securities relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution; (B) the substitutionIssuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Clause 15.3(b), be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and such Notes, Coupons and Talons; and (C) the Issuer or the Successor in Business shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the holders of the Notes of the relevant Series in accordance with Condition 13.

Appears in 1 contract

Samples: Supplemental Trust Deed

Substitution. 15.2.1 The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderNoteholders or Couponholders, agree to the substitution, substitution of (i) an Issuer’s successor in business or any subsidiary of an Issuer or its successor in business in place of the Issuer (or of any previous substitutesubstitute under this Clause) or (ii) any Guarantor’s successor in business in place of the Guarantor (or of any previous substitute under this Clause) (each, a “Substituted Obligor”) as the principal debtor or guarantor, as applicable, under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Notes, the Receipts, the Coupons and the ETP Securities Talons and the Trustee may, without the consent of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Noteholders or Couponholders provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents Notes, the Receipts, the Coupons and the ETP Securities of each Series Back to Contents Talons (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Notes, the Certificates, the Receipts, the Coupons and the ETP Securities Talons as the principal debtor in place of the Issuer;relevant Issuer(s) or as the relevant guarantor in place of a relevant Guarantor, as the case may be (Bii) if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the “Substituted Territory”) other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the relevant Issuer is subject generally (the “Issuer’s Territory”), or to which the relevant Guarantor is subject generally (the “Guarantor’s Territory”) the Substituted Obligor assumes all rights, obligations and liabilities in relation shall (unless the Trustee otherwise agrees) give to the Secured Property, acknowledges the Security created in respect thereof pursuant Trustee an undertaking satisfactory to the Security Documents and takes all such action Trustee in terms corresponding to Condition 8 with the substitution for the references in that Condition to the relevant Issuer’s Territory or the relevant Guarantor’s Territory as the Trustee case may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations be of references to the Substituted Obligor;Territory whereupon the Trust Deed, the Notes, the Certificates, the Receipts, the Coupons and the Talons shall be read accordingly (Ciii) if any director two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer;relevant Issuer or the Guarantor (Div) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the relevant Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer relevant Guarantor and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; Noteholders and (Hv) a legal opinion satisfactory to (unless the Trustee relevant Guarantors’ successor in business is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and Substituted Obligor) the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all obligations of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditionsunder this Trust Deed, the Security DocumentsNotes, the other Programme Documents Receipts, and the ETP Securities Coupons are guaranteed by the relevant Guarantor in the same terms (with consequential amendments as necessary) as the principal debtor in place of the Issuer (or of any previous substitute) and these ConditionsGuarantee, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionTrustee’s satisfaction.

Appears in 1 contract

Samples: Trust Deed (British Sky Broadcasting Group PLC)

Substitution. (a) The Trustee maymay agree with the Issuer and the Guarantors, but without the consent of the ETP SecurityholdersNoteholders or the Couponholders, but subject to the prior consent substitution of each Authorised Participant and the Margin Loan Provider, agree to Holding Company or of a Subsidiary of the substitution, Issuer or of a Successor in Business (such substituted company being hereinafter called the New Company) in place of the Issuer (or of any the previous substitutesubstitute under this clause) as the principal debtor under the Security Documents, the other Programme Documents to which it is these presents provided that a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor to the Trustee, New Company in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities provisions of each Series (these presents with such any consequential amendments as which the Trustee may deem appropriate) appropriate as fully as if the Substituted Obligor New Company had been named in the Security Documents and the ETP Securities these presents as the principal debtor in place of the Issuer; Issuer (Bor of the previous substitute under the clause) and provided further that the Substituted Obligor assumes Guarantors unconditionally and irrevocably guarantee all rights, obligations and liabilities in relation amounts payable under these presents to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations satisfaction of the Substituted Obligor;Trustee. (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect;The following further conditions shall apply to 21.1(a) above: (Ei) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Guarantors and the Substituted Obligor New Company shall comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersNoteholders; (ii) without prejudice to the rights of reliance of the Trustee under the immediately following paragraph (iii), the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interests of the Noteholders; and (Hiii) a legal opinion satisfactory if two Directors of the New Company or one Director and the Company Secretary (or other officers acceptable to the Trustee Trustee) shall certify that the New Company is provided concerning any solvent both at the time at which the relevant transaction is proposed substitution. An agreement by to be effected and immediately thereafter (which certificate the Trustee pursuant may rely upon absolutely) the Trustee shall not be under any duty to have regard to the financial condition, profits or prospects of the New Company or to compare the same with those of the Issuer or the previous substitute under this Condition 14.3 and the Security Documents willclause as applicable. 21.2 Any such trust deed or undertaking shall, if so expressed, operate to release the Issuer (or a the previous substitute) substitute as aforesaid from any or all of its obligations as principal debtor under the Security Documents, the ETP Securities and the other relevant Programme Documentsthese presents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within Not later than 14 calendar days of after the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor New Company shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 13. Upon the execution of such documents and compliance with such requirements, the New Company shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities presents as the principal debtor in place of the Issuer (or in place of any the previous substitutesubstitute under this clause) under these presents and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities presents shall be deemed to be amended modified in such manner as shall be necessary to give effect to the substitutionabove provisions and, without limitation, references in these presents to the Issuer shall, unless the context otherwise requires, be deemed to be or include references to the New Company.

Appears in 1 contract

Samples: Trust Deed (Caesars Entertainment, Inc.)

Substitution. (a) The Trustee may, without the consent of the ETP SecurityholdersNoteholders or Couponholders, (including, but subject to the prior consent of each Authorised Participant and the Margin Loan Providernot limited to, in circumstances which would constitute a Permitted Reorganisation) agree to the substitutionsubstitution of the relevant Issuer’s successor in business, transferee or assignee or any subsidiary of the relevant Issuer or its successor in business, transferee or assignee or of the relevant Guarantors) or its successor in business, transferee or assignee or any subsidiary of the relevant Guarantor(s) or its successor in business, transferee or assignee (the “Substituted Obligor”) in place of the relevant Issuer or Guarantor (or of any previous substitutesubstitute under this sub-Clause) as the principal debtor or guarantor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Notes, the Receipts, the Coupons and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Talons provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents Notes, the Receipts, the Coupons and the ETP Securities of each Series Talons (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Notes, the Certificates, the Receipts, the Coupons and the ETP Securities Talons as the principal debtor in place of the relevant Issuer; (Bii) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant “Substituted Territory”) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the relevant Issuer is subject generally (the “Issuer’s Territory”), the Substituted Obligor shall (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 9 with the Issuer substitution for the obligations references in that Condition to the relevant Issuer’s Territory of references to the Substituted ObligorTerritory whereupon the Trust Deed, the Notes, the Certificates, the Receipts, the Coupons and the Talons shall be read accordingly; (Ciii) if any director two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuerrelevant Issuer or the relevant Guarantor(s); (Div) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the relevant Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (Grelevant Guarantor(s) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; andNoteholders; (Hv) a legal opinion (unless the relevant Issuer’s successor in business, transferee or assignee or where relevant, the relevant Guarantor(s) or its successor in business, transferee or assignee is the Substituted Obligor) the obligations of the Substituted Obligor under this Trust Deed, the Notes, the Receipts, and the Coupons are guaranteed by the relevant Guarantor(s) in the same terms (with consequential amendments as necessary) as the Guarantee to the Trustee’s satisfaction; (vi) (unless all or substantially all of the assets of the relevant Issuer or any previous Substituted Obligor are transferred to the Substituted Obligor) an unconditional and irrevocable guarantee in form and substance satisfactory to the Trustee is provided concerning any proposed substitution. An agreement given by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the relevant Issuer (or a any previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice (as applicable) of the substitution to the ETP Securityholders within 14 calendar days obligations of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor under this Trust Deed shall be deemed to be named have been given; (vii) the Trustee is satisfied that (A) the Substituted Obligor has obtained all governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor under these presents and in these Conditionsrespect of the Notes, the Security Documents, the other Programme Documents Receipts and the ETP Securities as the principal debtor Coupons in place of the relevant Issuer (or of any previous substituteSubstituted Obligor (as applicable) and these Conditions, (B) such approvals and consents are at the Security Documents, the other Programme Documents time of substitution in full force and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.effect; and

Appears in 1 contract

Samples: Trust Deed

Substitution. The 17.1 If so requested by the Issuer the Trustee may, shall (subject to being indemnified and/or secured and/or prefunded to its satisfaction) without the consent of the ETP SecurityholdersNoteholders, but subject to agree with the prior consent of each Authorised Participant Issuer and the Margin Loan Provider, agree Borrower to the substitution, in place of the Issuer (or of any previous substituteSubstitute (as defined below) under this sub-clause), as the principal debtor obligor under these presents and under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each SeriesNotes, of any other company entity (incorporated in any jurisdictionthis Clause called the “Substitute”) (any such substitute company being the "Substituted Obligor"), provided that: (A) 17.1.1 a trust deed is executed or some other form of undertaking is given by the Substituted Obligor Substitute to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of these presents, the Notes with any consequential or other amendments which may be appropriate as fully as if the Substitute had been named in these presents on the Notes as the principal obligor in place of the Issuer (or any such previous Substitute); 17.1.2 the Issuer shall deliver to the Trustee a certificate signed by two directors of the Issuer stating that immediately after giving effect to such substitution no Event of Default or Potential Event of Default shall have occurred and be continuing; 17.1.3 the Substitute shall have acquired the rights and assumed the obligations of the Issuer under or in connection with all Loan Agreements in effect with the consent of the Borrower and the ETP Securities Account or any equivalent account opened in the name of each Series (with the Substitute replacing the Account and such rights shall have been effectively charged in favour of, and assigned to, the Trustee in a manner satisfactory to the Trustee and such consequential amendments to the Loan Agreement and these presents as the Trustee may deem appropriatereasonably require shall have been made (including, without prejudice to the generality of the foregoing, but subject to 17.1.6 below, the 17.1.4 two directors (or other equivalent officers) as if of the Substituted Obligor had been named in Substitute shall certify to the Security Documents Trustee that the Substitute is solvent at the time at which the said substitution is proposed to be effected, and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation Trustee shall not be bound to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects of the Substitute or to compare them the same with those of the IssuerIssuer or (as the case may be) the previous Substitute; 17.1.5 (Dwithout prejudice to the generality of paragraphs 17.1.1 to 17.1.5 (inclusive) of this Clause 17.1) where the Substitute is incorporated, domiciled or resident in a territory other than the United Kingdom (which territory must benefit from a tax treaty reducing withholding tax in the Russian Federation to zero or otherwise not result in withholding tax in the Russian Federation), undertakings or covenants are given in terms corresponding to the provisions of Condition 8 with the substitution for the references to the United Kingdom for references to the territory in which the Substitute is incorporated, domiciled or resident or to the taxing jurisdiction of which, or of any political subdivision or authority of or in which, the Substitute is otherwise subject generally; and 17.1.6 the Issuer shall deliver to the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor an enforceability legal opinion in respect of, and of its obligations under, the ETP Securities law of each Series and any Programme Document have been obtained and England; (b) such approvals capacity, enforceability and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements tax legal opinions in the interests jurisdiction of incorporation of the ETP Securityholders as the Trustee may direct; Substitute and (Fc) capacity legal opinion in connection with any proposed substitution respect of law of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of lawRussian Federation, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer each case in form and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion substance satisfactory to the Trustee is provided concerning any proposed substitution. An Trustee. 17.2 Any such agreement by the Trustee pursuant to this Condition 14.3 and Clause 17.1 shall, to the Security Documents will, if extent so expressed, operate to release the Issuer or previous Substitute (or a previous substituteas the case may be) from any or all of its obligations under these presents (insofar as it affects the Security Documents, the ETP Securities relevant Series) and the other relevant Programme DocumentsNotes. The Substituted Obligor Not later than 14 days after the execution of any such documents as aforesaid and after compliance with the Trustee's said requirements, notice thereof shall give notice of be given by the substitution Issuer to the ETP Securityholders within 14 calendar days of Noteholders in the manner provided in Condition 14. 17.3 Upon the execution of such documents and compliance with such the said requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor Substitute shall be deemed to be named in these Conditions, presents and on the Security Documents, the other Programme Documents and the ETP Securities Notes as the principal debtor obligor in place of the Issuer or previous Substitute (or of any previous substituteas the case may be) and these Conditions, presents (insofar as it affects the Security Documents, the other Programme Documents relevant Series) and the ETP Securities Notes shall thereupon be deemed to be amended in such manner as shall be necessary to give effect to the substitution and, without prejudice to the generality of the foregoing, any references in these presents and in the Notes to the Issuer shall be deemed to be references to the Substitute. 17.4 In connection with any proposed substitution., the Trustee shall not have regard to, or be in any way liable for, the consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. No Noteholder shall, in connection with any such substitution, be entitled to claim from the Issuer any 17.5 Notwithstanding the foregoing, the Trustee shall be entitled to refuse to approve any Substitute, if, pursuant to the law of the country of incorporation, domicile or residence of the Substitute, the assumption by the Substitute of its obligations imposes responsibilities on the Trustee over and above those which have been assumed under these presents. 18 Trustee may enter into financial transactions with the Issuer or the Borrower

Appears in 1 contract

Samples: Principal Trust Deed

Substitution. The Trustee Subject to the Issuer giving at least one month’s notice to, and receiving no objection from, the FSA (or such shorter period of notice as the FSA may from time to time require or accept and so long as there is a requirement to give such notice), the Trustee, (in the case of (A) below) shall, and (in the case of (B) below) may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderECN Holders or Couponholders, agree to the substitutionsubstitution of (A) in the event of an Exempt Newco Scheme, Newco as provided in and for the purposes of Condition 13(c) of the Dated ECNs and Condition 15(c) of the Undated ECNs, as applicable, in place of LBG as Guarantor or (B) an Issuer’s successor in business in place of the Issuer (or of any previous substitutepreviously substituted company under this Clause) (each, a “Substituted Obligor”) as the principal debtor or guarantor, as applicable, under the Security Documents, the other Programme Documents to which it is a party this Trust Deed and the ETP Securities ECNs, subject to (in the case of each Series, (B) only) the Trustee being of any other company the opinion that such substitution will not be materially prejudicial to the interests of the ECN Holders and (incorporated in any jurisdictionthe case of (A) and (any such substitute company being the "Substituted Obligor"B)), provided that: (A) 16.2.1 a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents ECNs, the Coupons and the ETP Securities of each Series Talons (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents ECNs, the Certificates, the Coupons and the ETP Securities Talons as the principal debtor in place of the relevant Issuer(s) or as the relevant guarantor in place of the Guarantor, as the case may be 16.2.2 if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the “Substituted Territory”) other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the relevant Issuer is subject generally (the “Issuer; ’s Territory”), or to which the Guarantor is subject generally (Bthe “Guarantor’s Territory”) the Substituted Obligor assumes all rights, obligations and liabilities in relation shall (unless the Trustee otherwise agrees) give to the Secured Property, acknowledges the Security created in respect thereof pursuant Trustee an undertaking satisfactory to the Security Documents and takes all such action Trustee in terms corresponding to Condition 10 of the Dated ECNs or Condition 12 of the Undated ECNs, as applicable, with the substitution for the references in the relevant Condition to the relevant Issuer’s Territory or the Guarantor’s Territory as the Trustee case may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations be of references to the Substituted Obligor;Territory whereupon the Trust Deed, the ECNs, the Certificates, the Coupons and the Talons shall be read accordingly (C) if any director 16.2.3 two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, (in which case the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer;relevant Issuer or the Guarantor) 16.2.4 (Din the case of (B) above only) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the relevant Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Guarantor and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; andECN Holders 16.2.5 (Hin the case of (B) a legal opinion satisfactory above only) the obligations of the Substituted Obligor under this Trust Deed, the ECNs, and the Coupons are guaranteed by the Guarantor in the same terms (with consequential amendments as necessary) as the Guarantee, to the Trustee’s satisfaction 16.2.6 (in the case of (A) above only) confirmation that the ratings of the ECNs from each of Standard and Poor’s, Xxxxx’x and Fitch will not be adversely affected by such substitution 16.2.7 (in the case of (A) above only) the ECNs will continue to be listed on the official list or the Financial Services Authority and traded on the Market or on another stock exchange and/or on another market, in either case as approved by the Trustee 16.2.8 (in the case of (A) above only) the Trustee is provided concerning any proposed substitution. An agreement by with legal opinions (in a form satisfactory to the Trustee pursuant Trustee) as to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice enforceability of the substitution to the ETP Securityholders within 14 calendar days obligations of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor as to English and any other applicable law and 16.2.9 the Trustee shall not be deemed obliged to be named act under this Clause if to do so would or may in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place opinion of the Issuer (Trustee expose it to liability, reduce its protections or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionplace more onerous obligations upon it.

Appears in 1 contract

Samples: Trust Deed (Lloyds Banking Group PLC)

Substitution. 13.2.1 The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderNoteholders, agree to the substitution, substitution of the Issuer's successor in business or any Subsidiary of the Issuer or the Guarantor or its successor in business (the "Substituted Obligor") in place of the Issuer (or of any previous substitutesubstitute under this Clause 13.2) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party this Trust Deed and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Notes provided that: (Aa) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents this Trust Deed and the ETP Securities of each Series Notes (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents this Trust Deed and the ETP Securities Notes as the principal debtor in place of the Issuer; (Bb) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant "Substituted Territory") other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer is subject generally (the "Issuer's Territory"), the Substituted Obligor will (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 8 with the Issuer substitution for the obligations references in that Condition to the Issuer's Territory of references to the Substituted ObligorTerritory whereupon the Trust Deed and the Notes will be read accordingly; (Cc) if any director an Officer of the Substituted Obligor certifies that it the Substituted Obligor will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s 's financial condition, profits or prospects or compare them with those of the IssuerIssuer or the Guarantor; (Dd) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Guarantor and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersNoteholders; and (He) a legal opinion satisfactory to (unless the Trustee Issuer's successor in business is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and Substituted Obligor) the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all obligations of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents under this Trust Deed and the ETP Securities Notes are guaranteed by the Issuer in the same terms (with consequential amendments as necessary) as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect Guarantees to the substitutionTrustee's satisfaction.

Appears in 1 contract

Samples: Trust Deed

Substitution. The Trustee mayEach Bank may transfer, without by way of novation, all or any part of its rights, benefits and/or obligations under this Agreement to another person subject to a minimum transfer amount of ten million Dollars ($10,000,000) to be transferred (a “Substitute”) and provided that no Default has occurred and is continuing the consent of the ETP Securityholders, but subject Borrower (which consent shall not be unreasonably withheld or delayed). Any such novation shall be effected upon five (5) Banking Days’ prior notice by delivery to the prior consent Agent of each Authorised Participant a duly completed Substitution Certificate duly executed by such Bank, the Substitute and the Margin Loan ProviderAgent (for itself, agree the Borrower and the other Banks) and following receipt by the transferring Bank from the Substitute of an amount equal to the substitutionpurchase price to be paid by the Substitute for the Contribution being transferred. On the effective date specified in a Substitution Certificate so executed and delivered, to the extent that they are expressed in place such Substitution Certificate to be the subject of the Issuer (or of any previous substitute) as novation effected pursuant to this clause 15.4: 15.4.1 the principal debtor under the Security Documents, the other Programme Documents existing parties to which it is a party this Agreement and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given by the Substituted Obligor Bank party to the Trustee, in form relevant Substitution Certificate shall be released from their respective obligations towards one another under this Agreement (“discharged obligations”) and manner satisfactory their respective rights against one another under this Agreement (“discharged rights”) shall be cancelled; 15.4.2 the Substitute party to the Trustee, agreeing to be bound by the Security Documents relevant Substitution Certificate and the ETP Securities existing parties to this Agreement (other than the Bank party to such Substitution Certificate) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by such Substitute instead of each Series (with to or by such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersBank; and (H) a legal opinion satisfactory 15.4.3 the Substitute party to the Trustee is provided concerning any proposed substitution. An agreement by relevant Substitution Certificate and the Trustee pursuant existing parties to this Condition 14.3 and Agreement (other than the Security Documents willBank party to such Substitution Certificate) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Substitute instead of by or against such Bank and, if so expressed, release on the Issuer (or a previous substitute) from any or all of its obligations under the Security Documentsdate upon which such novation takes effect, the ETP Securities and Substitute shall pay to the Agent for its own account a transfer fee of three thousand Dollars ($3,000). The Agent shall promptly notify the other relevant Programme Documents. The Substituted Obligor shall give notice parties hereto of the substitution receipt by it of any Substitution Certificate and shall promptly deliver a copy of such Substitution Certificate to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionBorrower.

Appears in 1 contract

Samples: Facilities Agreement (Omega Navigation Enterprises, Inc.)

Substitution. ‌ 32.1 The Trustee may, without the consent of the ETP SecurityholdersSecured Creditors of any Series but provided that no adverse taxation consequences to any Counterparty relating to such Series (as certified by the relevant Counterparty) would ensue, but subject agree with the Issuer to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution in place of the Issuer (or of any previous substitute) as the principal debtor under in respect of all of the Security Documents, the other Programme Documents to which it is a party Obligations and the ETP Securities of each Series, Coupons in relation to a particular Series of any other company (incorporated in any jurisdiction) (any such substitute company being hereafter in this Clause 32 referred to as the "Substituted ObligorCompany"), ) provided that:that in relation to the Series in respect of which such substitution will occur:‌ (A) a deed 32.1.1 an undertaking is executed or undertaking given by the Substituted Obligor Company to the Trustee, Trustee in a form and manner satisfactory to the Trustee, agreeing Trustee to be bound by the Security terms of these presents and all the relevant Trade Documents and the ETP Securities of each Transaction Documents in relation to such Series (with such any consequential amendments as the Trustee which may deem be appropriate) as fully as if the Substituted Obligor Company had been a party to these presents in relation to such Series and named in the Security Documents and the ETP Securities these presents in relation to such Series as the principal debtor in respect of the Obligations of such Series in place of the Issuer; (B) 32.1.2 the Substituted Obligor assumes all rights, obligations Company acquires the Issuer's equity of redemption in the Underlying Assets and liabilities the Charged Assets in relation to such Series, becomes a party to all documents relating to the Secured PropertyObligations of such Series to which the Issuer is a party, acknowledges the Security created in respect thereof pursuant relation to the Security Documents such Series and takes all such action as the Trustee may require so that the Underlying Assets and the Charged Assets in relation to such Series continue to be subject to such Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted ObligorCompany under these presents in relation to such Series; (C) 32.1.3 if any director two directors of the Substituted Obligor certifies Company certify that it the Substituted Company will be solvent immediately after such substitutionthe time at which the relevant substitution is to be effected, the Trustee need shall not be obliged to have regard to the Substituted Obligor’s financial condition, profits or prospects of the Substituted Company or compare them the same with those of the Issuer; (D) 32.1.4 the Trustee will be is satisfied (if it requires, by reference to means of legal opinionsopinions or otherwise) that (ai) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor Company of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each these presents in relation to such Series and any Programme Document have been obtained obtained, and (bii) such approvals and consents are at the time of substitution in full force and effect; (E) 32.1.5 the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will Company execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders Secured Creditors in relation to such Series as the Trustee may direct; (F) 32.1.6 in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, Secured Creditors in relation to such Series agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documentsthese presents, provided that such change of law, law would not (i) in the opinion of the Trustee, would not Trustee be materially prejudicial to the interests of the Holders (without regard to the interests of individual Holders) and (ii) as certified by the relevant Counterparty(s) to such ETP Securityholders;Series, be materially prejudicial to the interests of any Counterparty in respect of each Series; and (G) 32.1.7 if any Obligations of such Series are rated by a Rating Agency or Rating Agencies and there is received by the Issuer and the Trustee written confirmation from such Rating Agency or Rating Agencies that the credit rating of such Obligations will not be adversely affected. 32.2 The Trustee shall be entitled to refuse to approve any Substituted Obligor comply Company if, pursuant to the laws of the country of incorporation of the Substituted Company, the assumption by the Substituted Company or the establishment of a branch office in another jurisdiction under Clause 32.3, as the case may be, of its obligations hereunder imposes any responsibilities on the Trustee over and above those which have been assumed under these presents unless the Trustee is indemnified and/or secured against, or additional remuneration is agreed by the Trustee with the Issuer to the satisfaction of the Trustee in respect of, such responsibilities. 32.3 In the event that any exchange controls or other requirements as currency exchange or transfer restrictions are imposed on the Issuer or any payments to be made to or by the Issuer, the Issuer, on the occasion of the next payment due in respect of the Obligations, Coupons or Receipts (if any), would be required by law to withhold or account for tax or would suffer tax in respect of its income in respect of the Underlying Assets or payments made to it under a Related Agreement, or would receive net of tax any payments in respect of the Underlying Assets or payments made to it under a Related Agreement, so that it would be unable to make payment of any amount due under the Obligations, or for any reason the cost to the Issuer of complying with its obligations under or in connection with the Trust Deed or meeting its operating or administrative expenses (in the sole opinion of the Issuer) would be materially increased, the Trustee may direct require the Issuer to use its best endeavours to procure:‌ 32.3.1 the substitution as principal debtor upon the same terms mutatis mutandis as are set out in the interests Clause 32.1 of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement company approved by the Trustee incorporated in some other jurisdiction; 32.3.2 the establishment of a branch office in another jurisdiction from which it will continue to carry out its functions under the Transaction Documents and all Trade Documents. In the event that the Issuer is not able to arrange such substitution or change of jurisdiction before the next payment is due to be made in respect of the Obligations of any Series or the related Receipts or Coupons, then the Issuer may redeem all the Obligations of such Series pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of Conditions. 32.4 Upon the execution of such documents and compliance with such requirements. On completion of the formalities set out requirements as are referred to in this Condition 14.3 and the Security DocumentsClause 32.1, the Substituted Obligor Company shall be deemed thenceforth to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities presents as the principal debtor in place of the Issuer (or of any previous substitute) Issuer, and these Conditions, presents relating to any Series issued by the Security Documents, the other Programme Documents and the ETP Securities Issuer shall thereupon be deemed to be amended in such manner as is necessary to give effect thereto. Agreement by the Trustee to such substitution shall operate to release the Issuer from all of its obligations as principal debtor under these presents in relation to each Series issued by the Issuer. Not later than 14 days after the execution of any such undertaking and such other deeds, documents and instruments as aforesaid and compliance with the said requirements of the Trustee, the Substituted Company shall, unless the Trustee agrees otherwise, give notice thereof to the substitutionHolders in accordance with the terms of the Obligations.

Appears in 1 contract

Samples: Amendment and Restatement Agreement

Substitution. 12.2.1 The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderBondholders or Couponholders, agree to the substitution, substitution of the Issuer's successor in business or any Subsidiary of the Issuer (other than an Excluded Subsidiary) (the "Substituted Obligor") in place of the Issuer (or of any previous substitutesubstitute under this sub-Clause) as the principal debtor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Bonds and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Coupons provided that: (A) : a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents Bonds and the ETP Securities of each Series Coupons (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Bonds and the ETP Securities Coupons as the principal debtor in place of the Issuer; (B) Issuer if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant "Substituted Territory") other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer is subject generally (the "Issuer's Territory"), the Substituted Obligor will (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 7 with the Issuer substitution for the obligations references in that Condition to the Issuer's Territory of references to the Substituted Obligor; (C) Territory whereupon the Trust Deed, the Bonds and the Coupons will be read accordingly if any director two Authorised Signatories of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s 's financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and Bondholders and (H) a legal opinion satisfactory to unless the Trustee Issuer's successor in business is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place under this Trust Deed, the Bonds and the Coupons) the obligations of the Substituted Obligor as the principal debtor under this Trust Deed, the Bonds and the Coupons are guaranteed by the Issuer (or of any previous substitutewith consequential amendments as necessary) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionTrustee's satisfaction.

Appears in 1 contract

Samples: Trust Deed (PPL Electric Utilities Corp)

Substitution. The Trustee maySubject to Section 12.07 below, without Tenant shall have the consent right to substitute like-kind assets for the Property Locations; provided, however, that (1) Tenant shall not have any such substitution right if the substitution of any Property Location would cause Landlord to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the ETP SecurityholdersInternal Revenue Code of 1986, but subject as the same may be amended from time to time (the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, in place “Code”) or such substituted like-kind asset is not “real property” under Section 856 of the Issuer Code, and (2) Landlord may irrevocably elect to retain the Property Locations that Tenant requests for substitution. If Tenant elects to conduct a substitution such that another unencumbered property location or of any previous substitutelocations (the “Substitute Property”) as the principal debtor under the Security Documents, the other Programme Documents to which it is substituted for a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company Property Location being the "Substituted Obligor"), provided thatreleased: (Aa) a deed is executed or undertaking given by the Substituted Obligor to the TrusteeTenant shall reimburse Landlord for substitution fees, in form costs and manner satisfactory to the Trusteeexpenses (including without limitation, agreeing to be bound by the Security Documents fees and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference expenses related to legal opinions) that (a) all necessary governmental charged by Xxxxxxxx’s Mortgagee and regulatory approvals other out-of-pocket fees and consents necessary for or costs reasonably and actually incurred by Landlord in connection with such substitution; (b) Subject to the assumption requirements set forth in this Section 12.05, Landlord covenants that it shall provide Tenant with such cooperation as Tenant may reasonably request to qualify any exercise by Tenant of a substitution right under this Section 12.05 as a transaction qualifying under Section 1031 of the Substituted Obligor Code;, provided, however, that (i) Landlord shall not be obligated to pay, suffer or incur any additional expenses or liabilities as a result of cooperating in Tenant’s exchange and Landlord shall not be obligated to acquire any other real property in connection with Tenant’s exchange; (ii) Landlord shall not have any liability to Tenant for failure of the exchange to qualify under the Code; (iii) except as principal debtor otherwise expressly provided in respect ofthis Lease, and any assignment(s) made by Tenant in connection with such exchange shall not relieve Tenant of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained under this Lease; and (b) such approvals and consents are at the time of substitution in full force and effect; (Eiv) the Issuer and completion of one or more tax-deferred exchanges is not a condition to the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests performance by Tenant of the ETP Securityholders as the Trustee may direct; (F) obligations of Tenant set forth in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholdersthis Lease; and (Hc) a legal opinion satisfactory The substitution shall comply with the substitution requirements, if any, of Landlord’s Mortgagee related to substitution, as well as the following: (i) the Substitute Property shall be made subject to this Lease with no decline in Base Rent or any other Rent due hereunder; (ii) the appraised value of the Substitute Property shall be equal to or greater than the appraised value of the Property Location being released (each such appraisal having been prepared within one hundred eighty (180) days prior to the Trustee is provided concerning any proposed substitution. An agreement release and substitution date); (iii) the Substitute Property shall have a store level profitability equal to or greater than the store level profitability of the Property Location being released; (iv) to the extent required by its Mortgagee, Landlord shall have obtained (A) the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all written consent of its obligations Mortgagee to such substitution, and (B) confirmation from each statistical rating agency that has assigned a rating to securities sold in any Securitization in which any loan related to a Mortgage has been included that such Substitute Property shall not result in the downgrade, withdrawal or qualification of any securities backed by such respective loan; (v) no Default under this Lease has occurred and is continuing; (vi) the Security DocumentsProperty Location being substituted shall be released from this Lease; (vii) with respect to the Substitute Property, Landlord and its Mortgagee shall have received an engineering report and an environmental report, dated not more than one hundred eighty (180) days prior to the ETP Securities proposed date of substitution, acceptable to Landlord and its Mortgagee; and (viii) Landlord shall have received an officer’s certificate of Tenant certifying that the other relevant Programme Documents. The Substituted Obligor shall give notice square footage of the substitution to Substitute Property complies with the ETP Securityholders within 14 calendar days of the execution of such documents and compliance provisions in Section 12.07 hereof, along with such requirements. On completion of the formalities set out square footage calculations in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionsupport thereof.

Appears in 1 contract

Samples: Master Lease (Spirit Finance Corp)

Substitution. The Trustee Issuer (the “Retiring Issuer” and the expressions “Issuer” and “Retiring Issuer” include any previous relevant Substitute Issuer (as defined below) under this Condition 14) may, without the consent of the ETP Securityholdersrelevant Noteholders or Couponholders, but subject to substitute the prior consent Parent or any subsidiary of each Authorised Participant and the Margin Loan Provider, agree to the substitution, Parent (including TFS) in place of the Issuer (or of any previous substitute) as the principal debtor under the Security DocumentsNotes, the other Programme Documents to which it is a party relative Receipts and Coupons and the ETP Securities of each Series, of any other company Agency Agreement (incorporated in any jurisdictionthe “Substitute Issuer”) (any such substitute company being the "Substituted Obligor"), provided that: (Aa) in the case of the substitution of a subsidiary of the Parent (other than TFS or any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement, in the case of a subsidiary of TFS, between such subsidiary and TFS being entered into, and the TMC Credit Support Agreement applying, mutatis mutandis on the terms of the relevant Credit Support Agreement and the TMC Credit Support Agreement, respectively and, in the case of a subsidiary of the Parent (and not being also a subsidiary of TFS) a Credit Support Agreement between such subsidiary and the Parent being entered into mutatis mutandis on the terms of the TMC Credit Support Agreement; (b) a deed is poll substantially in the form set out in Appendix G to the Agency Agreement (and such other documents (if any)) shall be executed or undertaking given by the Substituted Obligor Substitute Issuer and the Retiring Issuer as may be necessary to give full effect to the Trustee, substitution (the “Substitution Documents”) and (without limiting the generality of the foregoing) under which (i) the Substitute Issuer shall undertake in form favour of the relevant Noteholders and manner satisfactory to the Trustee, agreeing Couponholders to be bound by the Security Documents terms and conditions of the relevant Notes, Receipts and Coupons and the ETP Securities provisions of each Series (with such consequential amendments the Agency Agreement as the Trustee may deem appropriate) fully as if the Substituted Obligor Substitute Issuer had been named in the Security Documents relevant Notes, Receipts and Coupons and the ETP Securities Agency Agreement as the principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement in place of the Retiring Issuer; and (ii) the Retiring Issuer shall be released from its obligations as principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement; (Bc) the Substituted Obligor assumes all rights, obligations and liabilities in relation without prejudice to the Secured Propertygenerality of paragraph (b) above, acknowledges where the Security created Substitute Issuer is subject generally to a taxing jurisdiction differing from or in respect thereof pursuant addition to the Security taxing jurisdiction to which the Retiring Issuer for which it shall have been substituted under this Condition 14 was subject, the Substitute Issuer shall undertake or covenant in the Substitution Documents and takes all such action in terms corresponding to the provisions of Condition 7 with the substitution for or addition to the references to the taxing jurisdiction to which the Retiring Issuer, as the Trustee case may require so that be, was subject of references to the Security constitutes a valid chargetaxing jurisdiction or additional taxing jurisdiction to which such Substitute Issuer, pledge or other security interest over as the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligorcase may be, is subject and in such case, Condition 7 shall be deemed to be modified accordingly when such substitution takes effect; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (Dd) the Trustee will be satisfied Substitution Documents shall contain a warranty and representation (if it requires, by reference to legal opinionsi) that (a) the Substitute Issuer and the Retiring Issuer have obtained all necessary governmental and regulatory approvals and consents for the substitution and that the Substitute Issuer has obtained all necessary governmental and regulatory approvals and consents for the performance by the Substitute Issuer of its obligations under the Substitution Documents and that all such approvals and consents are in full force and effect, (ii) that the obligations assumed by the Substitute Issuer in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement are, in each case, valid and binding in accordance with their respective terms and enforceable by each relevant Noteholder, and (iii) the Substitute Issuer is solvent; (e) any credit rating obtained by the Retiring Issuer from a nationally recognised statistical rating organisation which applies to the relevant Notes will not be downgraded as a result of the substitution; (f) each stock exchange on which the relevant Notes are admitted to trading shall have confirmed that, following the proposed substitution of the Substitute Issuer, such Notes will continue to be admitted to trading on such stock exchange; (g) where the Substitute Issuer is not a company incorporated in the United Kingdom, the Substitute Issuer shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the assumption by relevant Notes, Receipts and Coupons and the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effectAgency Agreement; (Eh) in the case of substitution of TCCI or a Canadian subsidiary of the Parent in place of the Retiring Issuer, no withholding or other taxes will be payable or required to be withheld by any such Substitute Issuer; (i) legal opinions shall have been delivered to the Agent (from whom copies will be available) (in each case dated not more than three days prior to the intended date of substitution) from legal advisers of good standing selected by the Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and the Substituted Obligor will execute Retiring Issuer are incorporated and in England confirming, as appropriate, that upon the substitution taking place, the Substitution Documents constitute legal, valid and binding obligations of the Substitute Issuer and the relevant Notes, Receipts and Coupons and the Agency Agreement are legal, valid and binding obligations of the Substitute Issuer shall procure enforceable in accordance with their terms; and (ii) in Japan and in the jurisdiction in which the Substitute Issuer is incorporated, in the event any Credit Support Agreements are entered into under paragraph (a) above, confirming that any such Credit Support Agreements constitute legal, valid and binding obligations of the Margin Loan Provider Parent, TFS and any other Programme Party will execute such other deedsthe Substitute Issuer, documents and instruments (if any) as the Trustee case may require be, enforceable in order that such substitution is fully effective and comply accordance with such other requirements in the interests of the ETP Securityholders as the Trustee may direct;its terms; and (Fj) in connection with any proposed such substitution, the Substitute Issuer and the Retiring Issuer shall not have regard to the consequences of such substitution of for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and no person shall be entitled to claim whether from the Substitute Issuer, the Trustee mayRetiring Issuer, without the consent Agent, or any other person, any indemnification or payment in respect of any tax consequence of any such substitution upon any person except to the extent already provided in Condition 7 and/or any undertaking given in addition thereto or in substitution therefor in the Substitution Documents in accordance with paragraph (c) above. Upon execution of the holders of Substitution Documents as referred to in paragraph (b) above, (i) the ETP Securities, agree to a change of Substitute Issuer shall be the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, relevant Issuer named in the opinion of relevant Notes, the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer Receipts and Coupons and the Substituted Obligor comply with such other requirements Agency Agreement as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Retiring Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities relevant Notes, Receipts and Coupons and the Agency Agreement shall thereby be deemed to be amended as necessary to give effect to the substitutionsubstitution of the Substitute Issuer as principal debtor; and (ii) the Retiring Issuer shall be released as aforesaid from all of its obligations as principal debtor in respect of the relevant Notes, Receipts and Coupons and the Agency Agreement. With effect on and from the time of the substitution of the Substitute Issuer in place of the Retiring Issuer: (A) the Retiring Issuer has no further obligations to any Noteholder or Couponholder in relation to the relevant Notes, Receipts and Coupons; (B) the Substitute Issuer has rights which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons (in each case subject to paragraph (c) above); and (C) the Substitute Issuer has assumed the obligations towards the Noteholders and Couponholders which the Retiring Issuer had in respect of the relevant Notes, Receipts and Coupons. The Substitution Documents shall be deposited with and held by the Agent and (in the case of Registered Notes) copied to the Registrar for so long as any of the relevant Notes remain outstanding and for so long as any claim made against the Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder in relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents shall not have been finally adjudicated, settled or discharged. The Substitute Issuer and the Retiring Issuer shall acknowledge in the Substitution Documents the right of every Noteholder to the production of the Substitution Documents for the enforcement of any of the relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement or the Substitution Documents. Within 14 days of a substitution taking effect under this Condition 14, the Retiring Issuer shall give notice of such substitution to the relevant Noteholders in accordance with Condition 16.

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

Substitution. The Trustee may20.1 Without an Extraordinary Resolution or a Written Resolution, without the consent Issuer (or any previous substitute under this sub-clause, the "Substitute") may substitute an Issuer Successor for itself as the principal debtor under these presents; provided that: (a) the substitution results directly from the merger or consolidation by the Issuer (or any such previous Substitute) with the Substitute as a result of which all of the ETP Securityholders, but subject to the prior consent of each Authorised Participant assets and the Margin Loan Provider, agree to the substitution, in place undertakings of the Issuer (or of any previous substitute) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"previous Substitute), provided that:are transferred to the Substitute; (Ab) immediately before and after giving effect to the substitution, no Event of Default shall have occurred and be continuing; (c) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor Substitute to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of these presents and the ETP Securities of each Series (Notes with such any consequential or other amendments which may be appropriate as the Trustee may deem appropriate) fully as if the Substituted Obligor Substitute had been named in the Security Documents and the ETP Securities these presents as the principal debtor in place of the IssuerIssuer (or any such previous Substitute); (Bd) arrangements are made to the satisfaction of the Trustee for the Noteholders to have or be able to have the same or equivalent rights against the Substitute as they have against the Issuer (or any such previous Substitute); (e) the Substituted Obligor assumes all rights, obligations Issuer (or any such previous Substitute) and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all Substitute comply with such action other reasonable requirements as the Trustee may require so that direct in the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations interests of the Substituted ObligorNoteholders; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (Df) the Trustee will be is satisfied (if it requires, by reference to legal opinions) that (a) the Substitute has obtained all necessary governmental and regulatory and internal corporate approvals and consents necessary for its assumption of the obligations and liabilities under these presents in place of the Issuer (or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect ofany such previous Substitute), and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (Eg) (without prejudice to the generality of paragraphs (a) to (e) (inclusive) of this sub-clause) where the Substitute is incorporated, domiciled or resident in a territory other than The Netherlands, undertakings or covenants are given in terms corresponding to the provisions of Condition 8 (Taxation) with the substitution for the references to The Netherlands, as appropriate, of references to the territory in which the Substitute is incorporated, domiciled or resident or to the taxing jurisdiction of which, or of any political subdivision or authority of or in which, the Substitute is otherwise subject generally and (where applicable) Condition 7(b) (Redemption and Purchase—Redemption for tax reasons) and Clause 4 (Fees, Duties and Taxes) shall be modified accordingly; (h) as a consequence of such substitution, to the extent the Notes are listed on a Stock Exchange, the Notes continue on the substitution and promptly thereafter to be listed on such Stock Exchange; and (i) the Issuer and or the Substituted Obligor will execute and Substitute shall have delivered to the Trustee an opinion of an independent lawyer to the effect that neither the Issuer shall procure that or the Margin Loan Provider and any other Programme Party will execute such other deedsSubstitute, documents and instruments (if any) as the Trustee case may require in order that such substitution is fully effective and comply with such other requirements in be, nor the interests Noteholders will recognise income, gain or loss for tax purposes as a result of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of and the Issuer, the Trustee may, without Substitute and the consent of Noteholders will be subject to taxes on the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, same amount and in the opinion of same manner and at the Trustee, same times as would have been the case if such substitution had not be materially prejudicial to the interests of occurred. 20.2 Any such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and Clause 20.1 (Substitution) shall, to the Security Documents will, if extent so expressed, operate to release the Issuer (or a previous substitute) Substitute from any or all of its obligations under these presents. Not later than fourteen days after the Security Documentsexecution of any such documents as aforesaid and after compliance with the Trustee's said requirements, notice thereof shall be given by the ETP Securities and Issuer or previous Substitute, as the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution case may be, to the ETP Securityholders within 14 calendar days of Noteholders in the manner provided in Condition 13 (Notices). 20.3 Upon the execution of such documents and compliance with such the said requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor Substitute shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents presents and the ETP Securities Agency Agreement as the principal debtor in respect of any Notes in place of the Issuer (or of any previous substitute) Substitute, and these Conditions, the Security Documents, the other Programme Documents presents and the ETP Securities Agency Agreement shall thereupon be deemed to be amended in such manner as shall be necessary to give effect to the substitutionsubstitution and, without prejudice to the generality of the foregoing, any references in these presents to the Issuer shall be deemed to be references to the Substitute. 20.4 If any two directors (or other equivalent officers) of the Substitute shall certify to the Trustee that the Substitute is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to the financial condition, profits or prospects of the Substitute or to compare the same with those of the Issuer or (as the case may be) the previous Substitute. 20.5 The Issuer or previous Substitute shall not be entitled to substitute itself if, pursuant to the law of the country of incorporation, domicile or residence of the Substitute, the assumption by the Substitute of its obligations imposes responsibilities on the Trustee over and above those which have been assumed under these presents.

Appears in 1 contract

Samples: Trust Deed (VEON Ltd.)

Substitution. The Trustee maymay (but shall not be obliged to), without with the consent approval in writing by Bondholders holding not less than 50% of the ETP Securityholders, but subject to the prior consent principal amount of each Authorised Participant and the Margin Loan ProviderBonds outstanding or by an Ordinary Resolution, agree to the substitution, substitution of any other company (the Substituted Obligor) in place of the Issuer (or of any previous substitutesubstitute under this sub-Clause) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party this Trust Deed and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Bonds provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents this Trust Deed and the ETP Securities of each Series Bonds (with such consequential amendments as the Trustee in its sole discretion may deem appropriate) as if the Substituted Obligor had been named in the Security Documents this Trust Deed and the ETP Securities Bonds as the principal debtor in place of the Issuer; (Bii) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant Substituted Territory) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer is subject generally (the Issuer’s Territory), the Substituted Obligor will (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 9 with the Issuer substitution for the obligations references in that Condition to the Issuer’s Territory of references to the Substituted ObligorTerritory whereupon the Trust Deed and the Bonds will be read accordingly; (Ciii) if any director two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer;; Bella - Trust Deed (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (Giv) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersBondholders; and (Hv) a legal opinion satisfactory to (unless the Trustee Issuer’s successor in business is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place under this Trust Deed and the Bonds) the obligations of the Issuer (or of any previous substitute) and these Conditions, Substituted Obligor as the Security Documents, the other Programme Documents principal debtor under this Trust Deed and the ETP Securities shall be deemed to be amended as necessary to give effect Bonds are guaranteed by the Issuer to the substitutionTrustee’s satisfaction.

Appears in 1 contract

Samples: Trust Deed (Las Vegas Sands Corp)

Substitution. (a) The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderNoteholders, agree to the substitution, substitution of the Bank’s successor in business or any Subsidiary of the Bank (the “Substituted Obligor”) in place of the Issuer Bank (or of any previous substitutesubstitute under this Clause 13.2) as the principal debtor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Agency Agreement and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided thatNotes if: (Ai) a trust deed is executed or some other written form of undertaking is given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of this Trust Deed, the Agency Agreement and the ETP Securities of each Series (Notes with such any consequential or other amendments as which the Trustee may deem appropriate) appropriate as fully as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Agency Agreement and on the ETP Securities Notes as the principal debtor in place of the IssuerBank or of any previous substitute under this Clause; (Bii) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director Obligor as principal debtor in respect of the Substituted Obligor certifies that it will be solvent immediately after such substitution, Notes are unconditionally and irrevocably guaranteed by the Bank and the Trustee need not have regard to is satisfied that the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) Bank has obtained all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, such guarantee and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (Eiii) arrangements are made to the Issuer satisfaction of the Trustee for the Noteholders and the Trustee to have or be able to have the same or equivalent rights against the Substituted Obligor will execute and as they have against the Issuer shall procure that the Margin Loan Provider and Bank (or any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may directprevious substitute); (Fiv) the Trustee is satisfied that the Substituted Obligor has obtained all governmental and regulatory approvals and consents necessary for its assumption of the obligations and liabilities as principal debtor under this Trust Deed and the Agency Agreement and in connection respect of the Notes in place of the Bank (or such previous substitute as aforesaid) and such approvals and consents are at the time of substitution in full force and effect; (v) without prejudice to the generality of the preceding paragraphs (i) to (iv), where the Substituted Obligor is incorporated, domiciled or resident in a territory other than the Republic of Kazakhstan, undertakings or covenants are given in terms corresponding to the provisions of this Trust Deed and Condition 9 (Taxation), as applicable, with any proposed the substitution or addition to the references to Republic of Kazakhstan, in respect of a substitution of the IssuerBank; (vi) the Substituted Obligor and the Bank shall have delivered to the Trustee an opinion of independent counsel to the effect that any and all documents entered into by the Bank, the Substituted Obligor and the Trustee mayare valid, without binding and enforceable against the consent of Substituted Obligor and the holders of Bank; and (vii) the ETP Securities, agree Trustee is satisfied with respect to a change of the law from time to time governing such ETP Securities and/or Notes that the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would said substitution is not be materially prejudicial to the interests of such ETP Securityholders;the Noteholders as a class. (Gb) The Trustee shall be entitled to refuse to approve any Substituted Obligor if, pursuant to the Issuer law of the country of incorporation, domicile or residence of the Substituted Obligor, the assumption by the Substituted Obligor of its obligations hereunder imposes responsibilities on the Trustee over and above those which have been assumed under this Trust Deed and the Agency Agreement. (c) The Bank and the Substituted Obligor shall comply with such other requirements as the Trustee may reasonably direct in the interests of the ETP Securityholders; andNoteholders. (Hd) a legal opinion satisfactory to the Trustee is provided concerning In connection with any proposed substitution. An , the Trustee shall not have regard to, or be in any way liable for, the consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. (e) The Bank or the Substituted Obligor shall indemnify each Noteholder for any income, gain or loss for tax purposes recognised by such Noteholder as a result of the substitution. (f) Subject to Clauses 13.2(a)(ii), any such agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents willClause 13.2 (Substitution) shall, if so expressed, operate to release the Issuer Bank (or a such previous substitutesubstitute as aforesaid) from any or all of its obligations as principal debtor under the Security Documentsthis Trust Deed, the ETP Securities Agency Agreement and the other relevant Programme DocumentsNotes. The Not later than 14 days after the execution of any such documents to effect the substitution as aforesaid and after compliance with the said requirements of the Trustee, the Substituted Obligor shall give cause notice of the substitution to be given to the ETP Securityholders within 14 calendar days of Noteholders. (g) Upon the execution of such documents and compliance with such the said requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditionsthis Trust Deed, the Security Documents, the other Programme Documents Agency Agreement and the ETP Securities Notes as the principal debtor in place of the Issuer Bank (or of any previous substitutesubstitute under this Clause 13.2) and these Conditionsthis Trust Deed, the Security Documents, the other Programme Documents Agency Agreement and the ETP Securities Notes shall thereupon be deemed to be amended in such manner as shall be necessary to give effect to the substitutionsubstitution and without prejudice to the generality of the foregoing any references in this Trust Deed, the Agency Agreement or in the Notes to the Bank shall be deemed to be references to the Substituted Obligor. (h) The Substituted Obligor and the Bank shall use all reasonable endeavours to ensure that the Notes continue to be listed on an Approved Stock Exchange and on KASE or, if the maintenance of such listings or any of them are agreed by the Trustee to be unduly onerous and the Trustee is satisfied that the interests of the Noteholders would not be thereby materially prejudiced, instead use its reasonable endeavours to obtain and maintain a listing of the Notes on another stock exchange or exchanges to be approved in writing by the Trustee and give notice of the identity of such other stock exchange or exchanges or securities market or markets to the Noteholders.

Appears in 1 contract

Samples: Trust Deed

Substitution. 14.2.1 The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderNoteholders or Couponholders, agree to the substitution, substitution of the Issuer’s successor in business or any Subsidiary of the Issuer or its successor in business (the “Substituted Obligor”) in place of the Issuer (or of any previous substitutesubstitute under this sub-Clause) as the principal debtor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Notes, the Coupons and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Talons provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed, the Security Documents Notes, the Coupons and the ETP Securities of each Series Talons (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Notes, the Certificates, the Coupons and the ETP Securities Talons as the principal debtor in place of the Issuer; (Bii) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant “Substituted Territory”) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer is subject generally (the “Issuer’s Territory”), the Substituted Obligor shall (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 8 with the Issuer substitution for the obligations references in that Condition to the Issuer’s Territory of references to the Substituted Obligor;Territory whereupon the Trust Deed, the Notes, the Certificates, the Coupons and the Talons shall be read accordingly (Ciii) if any director two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (Giv) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; Noteholders and (Hv) a legal opinion satisfactory to (unless the Trustee Issuer’s successor in business is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and Substituted Obligor) the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all obligations of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditionsunder this Trust Deed, the Security Documents, the other Programme Documents Notes and the ETP Securities as the principal debtor in place of Coupons are guaranteed by the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionTrustee’s satisfaction.

Appears in 1 contract

Samples: Trust Deed

Substitution. (A) The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant Issuer and the Margin Loan Provider, agree to Guarantor may at any time require the substitution, substitution in place of the Issuer (or of any previous substitutesubstitute under this Clause) or the Guarantor (or of any previous substitute under this Clause) as the principal debtor or, as the case may be, guarantor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Notes, the Receipts and the ETP Securities Coupons of each Series, the Issuer or its Successor in Business or any Subsidiary of the Issuer or its Successor in Business or the Guarantor or its Successor in Business or any other company (incorporated Subsidiary of the Guarantor or its Successor in any jurisdiction) Business (any such substitute company being hereinafter called the "Substituted Obligor"), New Company) provided that: (Ai) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor to the TrusteeNew Company, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents provisions of this Trust Deed, the Notes, the Receipts and the ETP Securities of each Series (Coupons with such any consequential amendments as which the Trustee may deem appropriate) appropriate as fully as if the Substituted Obligor New Company had been named in this Trust Deed, the Security Documents Notes, the Receipts and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities Coupons as the principal debtor in place of the Issuer (or of any previous substitutesubstitute under this Clause) or, as the case may be, as guarantor in place of the Guarantor (or of any previous substitute under this Clause); (ii) (except where the Guarantor or its Successor in Business is replacing the Issuer as principal debtor) the Guarantor or its Successor in Business unconditionally and these Conditionsirrevocably guarantees to the satisfaction of the Trustee all amounts payable by the New Company under this Trust Deed, the Security DocumentsNotes, the other Programme Documents Receipts and the ETP Securities Coupons; (iii) the Trustee shall have received legal opinions in form and content satisfactory to it from independent legal advisers approved by it to the effect, inter alia, that (a) the New Company has obtained all governmental and regulatory approvals and consents necessary for its assumption of the obligations and liabilities as principal debtor or, as the case may be, as guarantor under this Trust Deed, the Notes, the Receipts and the Coupons, the holders of the Notes, Receipts, Coupons and Talons have rights against the New Company at least equivalent to the rights they have immediately prior to the substitution, such assumption is fully effective and such obligations and liabilities are legally valid and binding on, and enforceable against, the New Company; (b) except where the Guarantor or its successor in business is becoming the principal debtor, the Guarantor has obtained all governmental and regulatory approvals and consents necessary for the guarantee referred to in (ii) above to be fully effective and such guarantee is legally valid and binding on, and enforceable against, the Guarantor and (c) such approvals and consents are in full force and effect at the time of substitution; (iv) Standard & Poor’s Agency, a Division of the XxXxxx-Xxxx Companies and Xxxxx’x Investors Service and any other rating agency which, at the request of the Issuer and the Guarantor, shall have assigned a credit rating to the Notes shall have confirmed in writing to the Trustee that the substitution by itself and the circumstances pertaining to the substitution will not result in a downgrading of the then current credit rating of such rating agency assigned to the Notes; (v) where the New Company is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than or in addition to the United Kingdom or any political sub-division or any authority therein or thereof having power to tax, undertakings or covenants shall be given to the Trustee by the New Company in terms corresponding to the provisions of Condition 8 with the substitution for (or, as the case may be, the addition to) the references to the United Kingdom of references to that other or additional territory in which the New Company is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject this Trust Deed, the Notes, the Receipts and the Coupons shall be read and construed accordingly; (vi) Condition 6(c) shall only apply if the change in, or amendment to, the laws of the jurisdiction of the New Company or any political sub-division or any authority thereof or therein having power to tax, or the change in the application or official interpretation of such laws or regulations referred to in such Condition becomes effective after the date of the substitution and, at the date of the substitution, no such change or amendment has been proposed; and (vii) two Directors of the New Company (or other officers acceptable to the Trustee) shall have certified to the Trustee that the New Company is solvent at the time at which the substitution is proposed to be effected. (B) Any such trust deed or undertaking shall, if so expressed, operate to release the Issuer or the previous substitute as aforesaid or, as the case may be, the Guarantor or the previous substitute as aforesaid from all of its obligations as principal debtor or, as the case may be, guarantor under this Trust Deed, the Notes, the Receipts and the Coupons. As soon as reasonably practicable but in any event not later than 21 days after the execution of such documents and compliance with such requirements, the New Company shall give notice thereof in a form previously approved by the Trustee to the Noteholders in the manner provided in Condition 16. Upon the execution of such documents and compliance with such requirements, the New Company shall be deemed to be amended named in this Trust Deed, the Notes, the Receipts and the Coupons as the principal debtor in place of the Issuer (or in place of the previous substitute under this Clause) or, as the case may be, as guarantor in place of the Guarantor (or in place of the previous substitute under this Clause) under this Trust Deed, the Notes, the Receipts and the Coupons and this Trust Deed, the Notes, the Receipts and the Coupons shall be deemed to be modified in such manner as shall be necessary to give effect to the substitutionabove provisions and, without limitation, references in this Trust Deed, the Notes, the Receipts and the Coupons to the Issuer or, as the case may be, the Guarantor shall, unless the context otherwise requires, be deemed to be or include references to the New Company. Back to Contents 19.1 Method Each communication under this Trust Deed shall be made by fax or otherwise in writing. Each communication or document to be delivered to any party under this Trust Deed shall be sent to that party at the fax number or address, and marked for the attention of the person (if any), from time to time designated by that party to each other party for the purpose of this Trust Deed. The initial telephone number, fax number, address and person so designated by the parties under this Trust Deed are set out in the Procedures Memorandum.

Appears in 1 contract

Samples: Trust Deed (Intercontinental Hotels Group PLC /New/)

Substitution. The Trustee may, without If and whenever the consent Company shall be required or ------------ permitted to subject any Property to the Lien of this Pledge Agreement pursuant to any provision of this Pledge Agreement or pursuant to the terms of the ETP SecurityholdersMaster Sub-License Agreement or the Indenture, but subject the Company will furnish to the prior consent of each Authorised Participant Collateral Agent the following: (i) a Supplemental Pledge Agreement duly executed by the Company, appropriately describing, identifying and locating such Property and specifically subjecting the Margin Loan Provider, agree same to the substitutionLien of this Pledge Agreement; and (ii) in the case of (a) Ground Equipment, in place cash, Investment Securities or Property being subjected to the Lien of this Pledge Agreement, an Opinion of Counsel, dated the Issuer (or date of any previous substitute) as the principal debtor under the Security Documentsexecution of said Supplemental Pledge Agreement, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided stating that: (A1) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that said Supplemental Pledge Agreement: (a) all necessary governmental has been duly authorized, executed and regulatory approvals and consents necessary for or in connection with the assumption delivered by the Substituted Obligor of liability as principal debtor in respect ofCompany, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals validly subjects to the Lien of this Pledge Agreement (subject only to Permitted Liens) under applicable Federal and consents are at State laws all the time right, title and interest of substitution the Company in full force and effectto the Property specifically described in said Supplemental Pledge Agreement; (E2) said Supplemental Pledge Agreement (a) is not required to be filed or recorded in any place within the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require United States in order to perfect and preserve the Lien of this Pledge Agreement under Federal or state laws on the Property specifically described in said Supplemental Pledge Agreement; or (b) if any such filing or recording shall be required, that said filing or recording has been accomplished in such substitution manner and places, which shall be specified in such Opinion of Counsel, as is fully effective necessary in order so to perfect and comply preserve the Lien of this Pledge Agreement; and (c) in rendering such Opinion, such counsel may assume that there are no documents with respect to such other requirements Property that have been filed for recording under such recording system but have not yet been listed in the interests available records of the ETP Securityholders such system as the Trustee having been so filed and may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, state that no opinion is expressed as to liens that are perfected without the consent filing of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change notice thereof or by operation of law, such as federal tax liens and liens arising under Section 1368(a) of Title 29 of the United States Code, and that the examination of said counsel was limited to the records of such recording systems and subject to the accuracy of the personnel administering such system in the opinion filing, indexing and recording of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply instruments filed with such other requirements as the Trustee may direct in the interests of the ETP Securityholdersentity; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.

Appears in 1 contract

Samples: Indenture (Trans World Airlines Inc /New/)

Substitution. The (a) Procedure: the Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderNoteholders, agree to the substitution, in place of the Issuer (or of any previous substitutesubstitute under this Clause) of any other entity (hereinafter called the “Substituted Obligor”) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided thathereunder if: (Ai) a trust deed is executed or some other written form of undertaking is given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of this Trust Deed and the ETP Securities of each Series (Notes with such any consequential amendments as which the Trustee may deem appropriate) , as fully as if the Substituted Obligor had been named in this Trust Deed and on the Security Documents and the ETP Securities Notes as the principal debtor in place of the IssuerIssuer (or of any previous substitute under this Clause); (Bii) arrangements are made to the satisfaction of the Trustee for the Noteholders and the Trustee to have or be able to have the same or equivalent rights against the Substituted Obligor as they have against the Issuer (or any such previous substitute); (iii) the Substituted Obligor assumes all rights, obligations and liabilities in relation certifies to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) has obtained all necessary governmental and regulatory approvals and consents necessary for or in connection with the its assumption by the Substituted Obligor of liability as principal debtor in respect of, of the Notes in place of the Issuer (or such previous substitute as aforesaid) and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (Eiv) the Issuer and the Substituted Obligor will execute and the Issuer shall procure Trustee is satisfied that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such said substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements Noteholders as the Trustee may direct in the interests of the ETP Securityholdersa class; and (Hv) a legal opinion satisfactory without prejudice to the Trustee generality of the preceding sub clauses (a)(i) to (iv) where the Substituted Obligor is provided concerning any proposed substitution. An agreement by incorporated, domiciled or resident in a territory other than Kazakhstan, undertakings or covenants are given in terms corresponding to the Trustee pursuant to this provisions of Condition 14.3 and 9 (Taxation) with the Security Documents willsubstitution for (or, if so expressed, release as the Issuer (or a previous substitute) from any or all of its obligations under the Security Documentscase may be, the ETP Securities and addition to) references to Kazakhstan with references to the other relevant Programme Documents. The territory in which the Substituted Obligor shall give notice of the substitution is incorporated, domiciled or resident or to the ETP Securityholders within 14 calendar days taxing jurisdiction of the execution which, or of such documents and compliance with such requirements. On completion any political sub division or authority of the formalities set out or in this Condition 14.3 and the Security Documentswhich, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.is otherwise subject generally;

Appears in 1 contract

Samples: Trust Deed

Substitution. (a) The Note Trustee may, without the consent of the ETP SecurityholdersNoteholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderReceiptholders or Couponholders, agree to the substitution, substitution of the Relevant Issuer's successor in business (the "Substituted Obligor") in place of the Relevant Issuer (or of any previous substitutesubstitute under this Subclause) as the principal debtor under the Security Documentsthis Trust Deed, the other Programme Documents to which it is a party Notes, the Receipts, the Coupons and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Talons provided that: (Ai) a deed is executed or undertaking given by the Substituted Obligor to the Note Trustee, in form and manner satisfactory to the Note Trustee, agreeing to be bound by this Trust Deed, the Security Documents Notes, the Receipts, the Coupons and the ETP Securities of each Series Talons (with such consequential amendments as the Note Trustee may deem appropriate, including any necessary change of the law governing the Notes, the Receipts, the Coupons, the Talons and/or the Trust Deed) as if the Substituted Obligor had been named in this Trust Deed, the Security Documents Notes, the Certificates, the Receipts, the Coupons and the ETP Securities Talons as the principal debtor in place of the IssuerRelevant Issuer or any previous substitute under this Subclause; (Bii) the Note Trustee is satisfied that (i) the Substituted Obligor assumes has obtained all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the its assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations underthe Notes, the ETP Securities Receipts and the Coupons in place of each Series and any Programme Document have been obtained the Relevant Issuer (or such previous substitute as aforesaid) and (bii) such approvals and consents are at the time of substitution in full force and effect; (Eiii) the Issuer Note Trustee may request legal opinions in a form and manner acceptable to it in relation to the Substituted Obligor will execute and Obligor: (iv) without prejudice to the Issuer shall procure rights of reliance of the Note Trustee under Subclause ‎‎15.2(b) the Note Trustee is satisfied that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such said substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholdersthe Noteholders; (Gv) Xxxxx'x and S&P have confirmed in writing to the Note Trustee that the substitution of the Substituted Obligor will not result in a downgrading of the then current credit rating of such rating agencies applicable to the class of debt represented by the Notes; (vi) if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the "Substituted Territory") other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Relevant Issuer is subject generally (the "Issuer's Territory"), the Substituted Obligor shall (unless the Note Trustee otherwise agrees) give to the Note Trustee an undertaking satisfactory to the Note Trustee in terms corresponding to Condition 9 (Taxation) with the substitution for the references in that Condition to the Relevant Issuer's Territory of references to the Substituted Territory whereupon the Trust Deed, the Notes, the Certificates, the Receipts, the Coupons and the Talons shall be read accordingly; (vii) if any two directors of the Substituted Obligor certify that it will be solvent immediately prior to such substitution, the Note Trustee need not have regard to the Substituted Obligor's financial condition, profits or prospects or compare them with those of the Relevant Issuer or any previous substitute under this Subclause; (viii) the Relevant Issuer, and the Substituted Obligor comply with such other requirements as the Note Trustee may direct in the interests of the ETP SecurityholdersNoteholders, the Couponholders and the Receiptholders; and (Hix) a legal opinion satisfactory to (unless the Trustee Relevant Issuer's successor in business is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and Substituted Obligor) the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all obligations of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditionsunder this Trust Deed, the Security DocumentsNotes, the other Programme Documents Receipts, and the ETP Securities as Coupons are guaranteed by the principal debtor in place of the Relevant Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionNote Trustee's satisfaction.

Appears in 1 contract

Samples: Trust Deed (PPL Corp)

Substitution. (1) The Trustee may, without the consent of the ETP SecurityholdersNoteholders, but subject so as to bind the prior consent of each Authorised Participant and the Margin Loan ProviderNoteholders, agree with the Issuer (or any previous substitute under this Condition) to the substitution, in place a substitution of the Issuer (or of any such previous substitute) as the principal debtor under this these presents subject to the Security Documents, satisfaction of the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided thatfollowing conditions: (Aa) a trust deed (in form and manner satisfactory to the Trustee) which ensures to the satisfaction of the Trustee that the Noteholders have the same rights and obligations as are available to, or held by, such holders and parties (or, as the case may be, their predecessors) immediately prior to such event are executed by the person to be substituted as the principal debtor under these presents (the “Substituted Obligor”) and by the other parties to these presents or some other form of undertaking is executed or undertaking given by the Substituted Obligor and the Issuer to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents provisions of these presents and the ETP Securities of each Series (all other relevant documents with such any consequential amendments as which the Trustee may deem appropriate) appropriate as fully as if the Substituted Obligor had been named in the Security Documents these presents and the ETP Securities all other relevant documents as the principal debtor in place of the Issuer; (Bb) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory having power to tax (the Security created “Substituted Territory”) other than or in respect thereof pursuant addition to the Security Documents and takes all territory of the taxing jurisdiction to which (or to any such action as political sub-division or authority of or in which) the Issuer (or any previous substitute) is subject generally (the “Existing Territory”), the Substituted Obligor will (unless the Trustee may require so otherwise agrees in writing) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to Condition 8 (Taxation) with the substitution for or, where applicable, the addition to, the references in that Condition to the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations Existing Territory of references to the Substituted ObligorTerritory whereupon these presents and the Notes will be read accordingly; (Cc) without prejudice to the rights of reliance of the Trustee under the immediately following paragraph (d), the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interests of the Noteholders; (d) if any director two Directors of the Substituted Obligor certifies certify that it the Substituted Obligor will be solvent immediately after such substitution, the Trustee may rely absolutely on such certificate and need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the IssuerIssuer (or any previous substitute), as the case may be; (De) the Trustee will shall be satisfied (if it requires, by reference entitled to legal opinions) receive an opinion of the Issuer’s counsel to the effect that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by trust deed pursuant to which the Substituted Obligor has assumed the obligations of liability as principal debtor the Issuer in respect ofof these presents is valid, binding and enforceable against the Substituted Obligor and that all other provisions of its obligations under, the ETP Securities of each Series and any Programme Document this Clause 12 have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect;complied with; and (Ef) the Issuer and the Substituted Obligor will execute and any previous substitute of any of them shall comply with such other requirements (including, if appropriate, the giving of a guarantee in form and substance satisfactory to the Trustee by the Issuer and any previous substitute of the performance by the Substituted Obligor of its obligations under these presents and the Issuer shall procure that making of appropriate arrangements to safeguard any rights of the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if anyNoteholders) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may reasonably direct in the interests of the ETP Securityholders; andNoteholders. (H2) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents Clause 12(B) will, if so expressed, release the Issuer (or a any such previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documentsthese presents. The Substituted Obligor shall give notice Notice of the substitution will be given to the ETP Securityholders Noteholders by the Trustee within 14 calendar days of the execution of such documents and compliance with such requirements. . (3) On completion of the formalities set out in this Condition 14.3 and the Security DocumentsClause 12(B), the Substituted Obligor shall will be deemed to be named in these Conditions, the Security Documents, the other Programme Documents presents and the ETP Securities Notes as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents presents and the ETP Securities shall Notes will be deemed to be amended as necessary to give effect to the substitution.

Appears in 1 contract

Samples: Trust Deed (Hanover Insurance Group, Inc.)

Substitution. The Trustee may, without the consent of the ETP SecurityholdersNoteholders, but subject agree with the Issuer to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution in place of the Issuer (or of any previous substituteSubstituted Issuer (as defined below) as the principal debtor under in respect of the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, Notes of any other company body corporate (incorporated in any jurisdiction) (any such substitute company being the "Substituted ObligorIssuer"), ) provided that: (A) 20.1.1 a trust deed or an indenture is executed or some other form of undertaking is given by the Substituted Obligor Issuer to the Trustee, Trustee in form and manner satisfactory to the Trustee, agreeing Trustee to be bound by the Security Documents terms of this Deed and by the ETP Securities of each Series Conditions (with such any consequential amendments as which the Trustee may reasonably consider or deem to be appropriate) as fully as if the Substituted Obligor Issuer had been a party to this Deed and named herein and in the Security Documents and the ETP Securities Notes as the principal debtor in respect of the Notes in place of the Issuer; (B) 20.1.2 the Substituted Obligor assumes all rights, obligations and liabilities in relation Issuer becomes a party to the Secured Property, acknowledges the Security created in respect thereof pursuant relevant Series Documents or to equivalent documents acceptable to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted ObligorTrustee; (C) 20.1.3 if any a director of the Substituted Obligor Issuer certifies that it the Substituted Issuer will be solvent immediately after such substitutionthe time at which the said substitution is to be effected, the Trustee need shall not have regard to the Substituted Obligor’s financial condition, profits or prospects of the Substituted Issuer or compare them the same with those of the IssuerIssuer (or any other Substituted Issuer substituted under this Clause); (D) 20.1.4 the Trustee is satisfied that the relevant transaction is not materially prejudicial to the interest of the Noteholders; 20.1.5 confirmation is received from the rating agencies appointed in relation to any Related Beneficiary Debt issued in respect of such Series that the ratings assigned to such Related Beneficiary Debt will not be withdrawn or reduced as a result of the substitution; 20.1.6 the Trustee shall be satisfied (if by means of legal opinions in form and substance satisfactory to it requires, by reference to legal opinionsor otherwise) that (ai) all necessary governmental and regulatory approvals and consents necessary for for, or in connection with with, the assumption by the Substituted Obligor Issuer of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained this Deed and (bii) such approvals and consents are at the time of substitution in full force and effect;; and (E) 20.1.7 the Issuer or, as the case may be, the previous Substituted Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) and make such representations and warranties and provide such other documentation (particularly, but not limited to, with regard to any applicable bankruptcy law) as the Trustee may require in order to be satisfied that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders Noteholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.

Appears in 1 contract

Samples: Security Trust Deed and MTN Cash Management Agreement (Gracechurch Receivables Trustee LTD)

Substitution. The Trustee may15.1 As provided in Condition 15 of the terms and conditions of the relevant Instruments, the Issuer may be replaced, and ABB Ltd or any direct or indirect subsidiary of ABB Ltd may be substituted for the Issuer, as principal debtor in respect of the Instruments without the consent of the ETP SecurityholdersHolders of the Instruments or Coupons. If the Issuer shall determine that ABB Ltd or any such subsidiary shall become the principal debtor (in such capacity, but subject the "SUBSTITUTED DEBTOR"), the Issuer shall give not less than 30 nor more than 45 days' notice, in accordance with Condition 14, to the prior consent Holders of each Authorised Participant the Instruments of such event and, immediately on the expiry of such notice, the Substituted Debtor shall enter into a Deed of Assumption, substantially in the form set out in the Sixth Schedule hereto, and become the Margin Loan Provider, agree to principal debtor in respect of the substitution, Instruments in place of the Issuer (or of any previous substitute) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities Holders of each Seriesthe Instruments shall thereupon cease to have any rights or claims whatsoever against the Issuer. However, of any other company no such substitution shall take effect (incorporated in any jurisdictioni) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named Debtor is any other subsidiary of ABB Ltd, until such Substituted Debtor shall have entered into a keep-well agreement with ABB Ltd substantially in the Security Documents and the ETP Securities as the principal debtor in place form of the Issuer; Keep-Well Agreement (Bas defined in the terms and conditions of the relevant Instruments), (ii) until such Substituted Debtor shall have executed a deed of covenant substantially in the form of the Deed of Covenant (as defined in the terms and conditions of the relevant Instruments), (iii) in any case, until the Substituted Debtor shall have provided to the Fiscal Agent and (if applicable) the Registrar such documents as may be necessary to make the Deed of Assumption, the relevant Instruments, the Fiscal Agency Agreement, such deed of covenant and any such keep-well agreement the legal, valid and binding obligations of, as appropriate, the Substituted Debtor and ABB Ltd together with legal opinions either unqualified or subject only to normal, usual or appropriate qualifications and assumptions to the effect that the Instruments, the Fiscal Agency Agreement, the Deed of Assumption, such deed of covenant and any such keep-well agreement are legal, valid and binding obligations of, as appropriate, the Substituted Debtor and ABB Ltd; (iv) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not Debtor shall have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) obtained all necessary governmental and regulatory approvals and consents necessary for consents, if any, in connection with the substitution and (v) the Substituted Debtor shall have appointed the process agent appointed by the Issuer in Condition 18.03 of the terms and conditions of the relevant Instruments as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations underrelevant Instruments. Upon any such substitution, the ETP Securities of each Series Instruments and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents Coupons will, if so expressednecessary, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named modified in these Conditions, the Security Documents, the other Programme Documents all appropriate respects. 15.2 The terms and the ETP Securities as the principal debtor in place conditions of the Issuer (or of relevant Instruments shall, following any previous substitute) and these Conditionssubstitution effected in accordance with this Section, apply to the Security DocumentsSubstituted Debtor, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect set out in the Schedule to the substitutionDeed of Assumption.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Abb LTD)

Substitution. 15.2.1 The Trustee may, without the consent of the ETP SecurityholdersNoteholders, but subject agree with the Issuer to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution in place of the Issuer (or of any previous substitutesubstitute under this paragraph) as the principal debtor under the Security DocumentsNotes and this Trust Deed of (a) any Subsidiary of the Issuer or (b) (in the case of a Newco Scheme) of Newco or (c) a Surviving Entity as provided in Condition 6(m) (in each case, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (Ai) (other than in the case of a Surviving Entity) the Notes are unconditionally and irrevocably guaranteed by the Issuer in a form and manner satisfactory to the Trustee; (ii) the Trustee is satisfied that the interests of the Noteholders will not be materially prejudiced by such substitution; (iii) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents this Trust Deed and the ETP Securities of each Series Notes (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents this Trust Deed and the ETP Securities Notes as the principal debtor in place of the Issuer; (Biv) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant “Substituted Territory”) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer is subject generally (the “Issuer’s Territory”), the Substituted Obligor will (unless the Trustee may require so that otherwise agrees) give to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 9 with the Issuer substitution for the obligations references in that Condition to the Issuer’s Territory of references to the Substituted ObligorTerritory whereupon the Trust Deed, the Notes and the Coupons will be read accordingly; (Cv) if any director two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (Dvi) the Trustee will LuxSE shall have confirmed to the Issuer that, after giving effect to such substitution, the Notes shall continue to be satisfied listed on the Official List and traded on the Euro MTF Market; (if it requires, by reference vii) the Notes continue to legal opinions) that be convertible (a) all necessary governmental and regulatory approvals and consents necessary for in whole or in connection with the assumption by part) into Common Shares or, where the Substituted Obligor of liability as principal debtor in respect of, and of its obligations underis a Newco, the ETP Securities Conversion Rights are modified to provide for the conversion of each Series the Notes into common shares in such Newco mutatis mutandis as provided in the Conditions with such amendments as the Trustee shall consider appropriate or, where the Substituted Obligor is a Surviving Entity, the Notes will be convertible into the class and any Programme Document amount of shares and other securities and property receivable upon such consolidation, amalgamation, merger, sale or transfer by a holder of the number of Common Shares which would have been obtained become liable to be issued upon exercise of Conversion Rights immediately prior to such consolidation, amalgamation, merger, sale or transfer and (bthe other provisions of Condition 6(m) such approvals and consents are at the time of substitution in full force and effectshall be complied with; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (Gviii) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersNoteholders; and (Hix) the Trustee may in the event of such substitution agree without the consent of the Noteholders to a legal change of law governing this Trust Deed and/or the Notes and/or the Paying, Transfer and Conversion Agency Agreement provided that such change would not in the opinion satisfactory of the Trustee be materially prejudicial to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice interests of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionNoteholders.

Appears in 1 contract

Samples: Trust Deed (Acergy S.A.)

Substitution. The 26.1 Any substitution of the Issuer as principal debtor under these presents pursuant to Condition 8.4 (Mandatory Redemption of the Notes for Taxation or Other Reasons) or Condition 13.19 (Issuer Substitution Condition), shall be effected in accordance with the following terms and conditions and the Note Trustee and Security Trustee may, without the consent of any Noteholder or Secured Creditor agree with the ETP Securityholders, but subject Issuer in such substitution:‌ (a) a trust deed is executed or some other form of undertaking is given by the company to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, be substituted as principal debtor under these presents in place of the Issuer (or of any previous substitutethe New Company) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Note Trustee and Security Trustee, agreeing to be bound by the Security Documents and the ETP Securities provisions of each Series (these presents with such any consequential amendments as which the Note Trustee may deem appropriate) appropriate as fully as if the Substituted Obligor New Company had been named in the Security Documents and the ETP Securities these presents as the principal debtor in place of the IssuerIssuer;‌ (b) except where all of the assets and undertaking of the Issuer are transferred to the New Company, the Issuer unconditionally and irrevocably guarantees all amounts payable under these presents to the satisfaction of the Note Trustee and Security Trustee and such guarantee is secured over all of the assets and undertaking of the Issuer to the satisfaction of the Note Trustee; (Bc) where all or substantially all of the Substituted Obligor assumes all rights, obligations and liabilities in relation assets of the Issuer (or any previous substitute) are transferred to the Secured PropertyNew Company, the New Company: (i) acquires the Issuer's (or such previous substitute's) equity of redemption in the Charged Assets (other than the undertaking of the Issuer or any previous substitute); (ii) becomes a party to all the Transaction Documents to which the Issuer (or such previous substitute) is a party; (iii) acknowledges the Security and the other matters created and effected in respect thereof pursuant to the Security Documents and Deed of Charge; and (iv) takes all such action as the Note Trustee and Security Trustee may require so that the Charged Assets continue to be subject to the Security constitutes a valid charge, pledge and the other matters created and effected in respect thereof pursuant to the Deed of Charge and otherwise effected or other security interest over maintained in all respects corresponding to those previously subsisting on the Secured Property as was originally created by part of the Issuer for the obligations of the Substituted Obligoror such previous substitute; (Cd) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitutionNew Company is a single purpose company similar to, and with like constitution as, and having substantially the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of same restrictions and prohibitions on its activities and operations as the Issuer, and undertakes to be bound by provisions corresponding to those set out in the Conditions; (De) the Note Trustee will be satisfied (if it requires, by reference and Security Trustee is provided with legal opinions from a law firm acceptable to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor Note Trustee in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force form and effectsubstance satisfactory to it; (Ef) each of the Rating Agencies confirms in writing to the Note Trustee and Security Trustee that its then current rating of the Notes will not be downgraded or withdrawn as a result of such substitution; (g) the Issuer and the Substituted Obligor will execute and the Issuer New Company shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Note Trustee and/or Security Trustee may direct in the interests of the ETP SecurityholdersNoteholders; (h) (where applicable) Condition 8.4 (Mandatory Redemption of the Notes for Taxation or Other Reasons) shall be modified accordingly; (i) without prejudice to the rights of reliance of the Note Trustee and Security Trustee under paragraph (j) of this Clause 26.1, the Note Trustee and/or Security Trustee (acting on the direction of the Note Trustee) is satisfied that the relevant transaction is not materially prejudicial to the interests of the Noteholders; and (Hj) a legal opinion satisfactory if two directors of the New Company (or other officers acceptable to the Note Trustee and/or Security Trustee) shall certify that the New Company is provided concerning solvent both at the time at which the relevant transaction is proposed to be effected and immediately thereafter (which certificate the Note Trustee may rely upon absolutely) the Note Trustee and/or Security Trustee shall not be under any proposed substitution. An agreement by duty to have regard to the Trustee pursuant financial condition, profits or prospects of the New Company or to this Condition 14.3 and compare the Security Documents willsame with those of the Issuer.‌ 26.2 Any trust deed or undertaking referred to in Clause 26.1(a) above shall, if so expressed, operate to release the Issuer (or a previous substitute) from any or all of its obligations as principal debtor under the Security Documents, the ETP Securities and the other relevant Programme Documentsthese presents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within Not later than 14 calendar days of after the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor New Company shall give notice thereof in a form previously approved by the Note Trustee to the Noteholders in the manner provided in the Conditions. Upon the execution of such documents and compliance with such requirements, the New Company shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities presents as the principal debtor in place of the Issuer (or of any previous substitute) under these presents and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities presents shall be deemed to be amended modified in such manner as shall be necessary to give effect to the above provisions and references in these presents to the Issuer shall, unless the context otherwise requires, be deemed to be or include references to the New Company. 26.3 The Note Trustee and Security Trustee shall be entitled to refuse to approve any New Company if, pursuant to the law of the country of incorporation of the New Company, the assumption by the New Company of its obligations hereunder imposes responsibilities and Liabilities on the Note Trustee and/or the Security Trustee over and above those which have been assumed under the Transaction Documents. 26.4 In connection with any proposed substitution, the Note Trustee and Security Trustee shall not have regard to, or be in any way liable for, the consequences of such substitution for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. 26.5 No Noteholder shall, in connection with any such substitution, be entitled to claim from the Issuer any indemnification or payment in respect of any tax consequence of any such individual Noteholders.

Appears in 1 contract

Samples: Trust Deed

Substitution. 17.2.1 The Trustee may, without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderNoteholders, agree to the substitutionsubstitution of the Issuer’s successor in business, transferee or assignee or any Subsidiary of the Issuer or its successor in business, transferee or assignee or of the Guarantor or its successor in business, transferee or assignee or any Subsidiary of the Guarantor or its successor in business, transferee or assignee (the “Substituted Obligor”) in place of the Issuer or Guarantor (or of any previous substitutesubstitute under this sub-clause) as the principal debtor or guarantor under the Security Documents, the other Programme Documents to which it is a party this Trust Deed and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Notes provided that: (Ai) the Notes are unconditionally and irrevocably guaranteed by the Issuer and the Guarantor in a form and manner satisfactory to the Trustee; (ii) the Trustee is satisfied that the interests of the Noteholders are not materially prejudiced by the substitution; (iii) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents this Trust Deed and the ETP Securities of each Series Notes (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents this Trust Deed and the ETP Securities Notes as the principal debtor in place of the Issuer; (Biv) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Propertytaxing jurisdiction of a territory or any authority of or in that territory with power to tax (the “Substituted Territory”) other than the Issuer’s, acknowledges the Security created in respect thereof pursuant Substituted Obligor will (unless the Trustee otherwise agrees) give to the Security Documents and takes all such action as Trustee an undertaking satisfactory to the Trustee may require so that in terms corresponding to Condition 10 with the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer substitution for the obligations references in that Condition to the Issuer’s Territory of references to the Substituted ObligorTerritory whereupon this Trust Deed and the Notes will be read accordingly; (Cv) if any director two directors of the Substituted Obligor certifies certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (Gvi) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; andNoteholders; (Hvii) a legal opinion (unless the Issuer’s successor in business, transferee or assignee or where relevant, the Guarantor or its successor in business, transferee or assignee is the Substituted Obligor) the obligations of the Substituted Obligor under this Trust Deed and the Notes are guaranteed by the Guarantor in the same terms (with consequential amendments as necessary) as the Guarantee to the Trustee’s satisfaction; (viii) (unless all or substantially all of the assets of the Issuer or any previous Substituted Obligor are transferred to the Substituted Obligor) an unconditional and irrevocable guarantee in form and substance satisfactory to the Trustee is provided concerning any proposed substitution. An agreement given by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a any previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice (as applicable) of the substitution to the ETP Securityholders within 14 calendar days obligations of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor under this Trust Deed shall be deemed to be named have been given; (ix) the Trustee is satisfied that (i) the Substituted Obligor has obtained any governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor under these presents and in these Conditionsrespect of the Notes, the Security Documents, the other Programme Documents Receipts and the ETP Securities as the principal debtor Coupons in place of the Issuer (or of any previous substituteSubstituted Obligor (as applicable) and these Conditions, (ii) such approvals and consents are at the Security Documents, time of substitution in full force and effect; (x) the other Programme Documents Trustee is provided with such legal opinions as it may require in respect of such substitution in form and the ETP Securities shall be deemed substance satisfactory to be amended as necessary to give effect to the substitution.it;

Appears in 1 contract

Samples: Trust Deed Amendment

Substitution. The Trustee maymay (but is not obliged to), without the consent of the ETP Securityholders, but subject to the prior consent of each Authorised Participant and the Margin Loan ProviderBondholders, agree to the substitution, substitution of any other company (the “Substituted Obligor”) in place of the Issuer (or of any previous substitutesubstitute under this sub-Clause) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party this Trust Deed and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), Bonds provided that: (Aa) no payment in respect of the Bonds is at the relevant time overdue; (b) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents this Trust Deed and the ETP Securities of each Series Bonds (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents this Trust Deed and the ETP Securities Bonds as the principal debtor in place of the Issuer; (Bc) if the Substituted Obligor assumes all rights, obligations and liabilities in relation is subject generally to the Secured Property, acknowledges taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the Security created in respect thereof pursuant “Substituted Territory”) other than the territory to the Security Documents and takes all taxing jurisdiction of which (or to any such action as authority of or in which) the Issuer is subject generally (the “Issuer’s Territory”), the Substituted Obligor has given (unless the Trustee may require so that otherwise agrees) to the Security constitutes a valid charge, pledge or other security interest over Trustee an undertaking satisfactory to the Secured Property as was originally created by Trustee in terms corresponding to Condition 10 with the Issuer substitution for the obligations references in that Condition to the Issuer’s Territory of references to the Substituted ObligorTerritory whereupon this Trust Deed and the Bonds will be read accordingly; (Cd) if any director two (2) directors of the Substituted Obligor certifies that it will be solvent immediately after such substitution, ; (e) (unless the Trustee need not have regard to Issuer’s successor in business is the Substituted Obligor’s financial condition, profits or prospects or compare them with those Obligor as the principal debtor under this Trust Deed and the Bonds) the obligations of the Substituted Obligor as the principal debtor under this Trust Deed and the Bonds are unconditionally and irrevocably guaranteed by the Issuer; (Df) a certificate signed by two (2) duly authorised signatories of the Issuer stating that the circumstances referred to in this Clause prevail and legal opinions addressed to the Trustee from independent legal advisors of recognised standing in each jurisdiction referred to in (c) above, in form and substance satisfactory to the Trustee, as to the fulfilment of the conditions set out in full in this Clause have been delivered to the Trustee and the Trustee shall not be liable to anyone for relying on such certificates and legal opinions; and (g) the Issuer shall have given, unless the Trustee agrees otherwise, at least fourteen (14) days’ prior notice of such substitution to the Bondholders, stating that copies, or pending execution the agreed text, of all documents in relation to the substitution which are referred to above, or which might otherwise reasonably be regarded as material to Bondholders, will be satisfied available for inspection at the specified office of the Principal Agent. References in Condition 11 to obligations under the Bonds shall be deemed to include obligations under the supplemental trust deed, and the events listed in Condition 11 shall be deemed to include any guarantee referred to in (if it requires, by reference to legal opinionse) that above not being (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption being claimed by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (bIssuer not to be) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer effect and the Substituted Obligor will execute provisions in Condition 11(A)(iv), (v), (vi), (vii), (viii) and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if anyix) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of apply to the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionguarantor.

Appears in 1 contract

Samples: Trust Deed Amendment (China Architectural Engineering, Inc.)

Substitution. The Trustee may, without the consent of the ETP Securityholders, Noteholders or Couponholders but subject to the prior written consent of the relevant Swap Counterparty and/or Option Counterparty and provided that Rating Agency Affirmation has been received by the Trustee at the time of the proposed substitution from each Authorised Participant and the Margin Loan ProviderRating Agency (if any) then rating any Outstanding Notes, agree to the substitution, substitution in place of the Issuer (or of any previous substitute) substitute under this Clause 15.2 as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities in respect of each Series, any one or more Series of any other company (incorporated in any jurisdiction) (any such substitute company being hereinafter in this Clause 15.2 referred to as the "Substituted Obligor"Issuer”), provided that: (A) a deed 15.2.1 an undertaking is executed or undertaking given by the Substituted Obligor Issuer to the Trustee, Trustee in a form and manner satisfactory to the Trustee, agreeing Trustee to be bound by the Security Documents terms of this Principal Trust Deed and any relevant Supplemental Trust Deed and by the ETP Securities of each Series Conditions (with such any consequential amendments as the Trustee which may deem be appropriate) as fully as if the Substituted Obligor Issuer had been a party to this Principal Trust Deed and named herein and in the Security Documents Notes and Coupons of the ETP Securities relevant Series as the principal debtor in place of the Issuer; (B) 15.2.2 the Substituted Obligor assumes all rightsIssuer acquires the Issuer’s equity of redemption in the relevant Mortgaged Property, obligations and liabilities in relation becomes a party to the Secured PropertySwap Agreement, the Agency Agreement and the Custody Agreement, acknowledges the Security security created in respect thereof pursuant to the Security Documents relevant Supplemental Trust Deed and takes all such action as the Trustee may require so that the Security each such security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer legal charge for the obligations of the Substituted ObligorIssuer; (C) 15.2.3 if any director or the auditors of the Substituted Obligor certifies Issuer certify that it the Substituted Issuer will be solvent immediately after such substitutionthe time at which the said substitution is to be effected, the Trustee need shall not have regard to the Substituted Obligor’s financial condition, profits or prospects of such Substituted Issuer or compare them the same with those of the Issuer; (D) 15.2.4 the Trustee will shall be satisfied (if it requires, by reference to legal opinions) that (ai) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor Issuer of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series Notes and any Programme Document Credit Support Document, Swap Agreement and Option Agreement have been obtained and (bii) such approvals and consents are at the time of substitution in full force and effect; (E) 15.2.5 the Issuer and the Substituted Obligor will Issuer shall execute and the Issuer shall procure that the Margin Loan Provider any Option Counterparty, any Swap Counterparty and any other Programme Party will Credit Support Provider shall execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders Noteholders as the Trustee may direct;; and (F) 15.2.6 in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, such Notes or Coupons agree to a change of the law from time to time governing such ETP Securities Notes and Coupons and/or the Supplemental this Principal Trust Deed and/or the Security Documentsany relevant Supplemental Trust Deed, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) Noteholders and provided that a legal opinion is provided to the Issuer Swap Counterparty opining that such change would not prejudice the interests of the Swap Counterparty, and provided that such substitution shall be subject to the relevant provisions of this Trust Deed and the Substituted Obligor comply with Swap Agreement and/or the Option Agreement (as applicable) and to such other requirements amendments thereof as the Trustee may direct deem appropriate and, in the interests case of the ETP Securityholders; and Swap Agreement and/or the Option Agreement (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents willas applicable), if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer Swap Counterparty and/or Option Counterparty (or of any previous substituteas applicable) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionmay agree.

Appears in 1 contract

Samples: Principal Trust Deed

Substitution. The Trustee maySubject to Section 12.07 below, without Tenant shall have the consent right to substitute like-kind assets for any Property Locations; provided, however, that (1) Tenant shall not have any such substitution right if the substitution of any Property Location would cause Landlord to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the ETP SecurityholdersInternal Revenue Code of 1986, but subject as the same may be amended from time to time (the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, in place “Code”) or such substituted like-kind asset is not “real property” under Section 856 of the Issuer Code, and (2) Landlord may irrevocably elect to retain the Property Locations that Tenant requests for substitution. If Tenant elects to conduct a substitution such that another unencumbered property location or of any previous substitutelocations (the “Substitute Property”) as the principal debtor under the Security Documents, the other Programme Documents to which it is substituted for a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company Property Location being the "Substituted Obligor"), provided thatreleased: (Aa) a deed is executed or undertaking given by the Substituted Obligor to the TrusteeTenant shall reimburse Landlord for substitution fees, in form costs and manner satisfactory to the Trusteeexpenses (including without limitation, agreeing to be bound by the Security Documents fees and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference expenses related to legal opinions) that (a) all necessary governmental charged by Landlord’s Mortgagee and regulatory approvals other out-of-pocket fees and consents necessary for or costs reasonably and actually incurred by Landlord in connection with such substitution; (b) Subject to the assumption requirements set forth in this Section 12.05, Landlord covenants that it shall provide Tenant with such cooperation as Tenant may reasonably request to qualify any exercise by Tenant of a substitution right under this Section 12.05 as a transaction qualifying under Section 1031 of the Substituted Obligor Code, provided, however, that (i) Landlord shall not be obligated to pay, suffer or incur any additional expenses or liabilities as a result of cooperating in Tenant’s exchange and Landlord shall not be obligated to acquire any other real property in connection with Tenant’s exchange; (ii) Landlord shall not have any liability to Tenant for failure of the exchange to qualify under the Code; (iii) except as principal debtor otherwise expressly provided in respect ofthis Lease, and any assignment(s) made by Tenant in connection with such exchange shall not relieve Tenant of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained under this Lease; and (b) such approvals and consents are at the time of substitution in full force and effect; (Eiv) the Issuer and completion of one or more tax-deferred exchanges is not a condition to the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests performance by Tenant of the ETP Securityholders as the Trustee may direct; (F) obligations of Tenant set forth in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholdersthis Lease; and (Hc) a legal opinion satisfactory The substitution shall comply with the substitution requirements, if any, of Landlord’s Mortgagee related to substitution, as well as the following: (i) the Substitute Property shall be made subject to this Lease with no decline in Base Rent or any other Rent due hereunder; (ii) the appraised value of the Substitute Property shall be equal to or greater than the appraised value of the Property Location being released (each such appraisal having been prepared within one hundred eighty (180) days prior to the Trustee is provided concerning any proposed substitution. An agreement release and substitution date); (iii) the Substitute Property shall have a store level profitability equal to or greater than the store level profitability of the Property Location being released; (iv) to the extent required by its Mortgagee, Landlord shall have obtained (A) the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all written consent of its obligations Mortgagee to such substitution, and (B) confirmation from each statistical rating agency that has assigned a rating to securities sold in any securitization in which any loan related to a Mortgage has been included that such Substitute Property shall not result in the downgrade, withdrawal or qualification of any securities backed by such respective loan; (v) no Default under this Lease has occurred and is continuing; (vi) the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor Property Location being substituted shall give notice of the substitution be released from this Lease; and (vii) with respect to the ETP Securityholders within 14 calendar Substitute Property, Landlord and its Mortgagee shall have received an engineering report and an environmental report, dated not more than one hundred eighty (180) days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect prior to the proposed date of substitution, acceptable to Landlord and its Mortgagee.

Appears in 1 contract

Samples: Master Lease (Spirit MTA REIT)

Substitution. The Trustee mayEach Bank (a "TRANSFEROR BANK") may transfer, without by way of novation, all or any part (being at least (pound)2,000,000 or, less than (pound)2,000,000 if the Bank is a bank under the Senior Loan Agreement and the amount represents its entire Commitment) of its rights, benefits and/or obligations under this Agreement and the Security Trust Deed to any Qualifying Bank (a "SUBSTITUTE") with the prior written consent of the ETP Securityholders, Borrower (which shall not be unreasonably withheld or delayed) provided that no such consent is necessary if such Substitute is a wholly-owned Subsidiary (being a Qualifying Bank) of such Transferor Bank or a person (being a Qualifying Bank) of whom such Transferor Bank is a wholly-owned Subsidiary if any such transfer would not give rise to any obligation to make any payment on the part of the Borrower which it would not have had to make at such time but subject for such transfer. Any such novation shall be effected upon five Banking Days' prior notice by delivery to the prior consent Agent of each Authorised Participant a duly completed Substitution Certificate duly executed by such Bank, the Substitute and the Margin Loan ProviderAgent (for itself, agree the Arrangers, the Security Trustee, the Borrower, the Charging Subsidiaries and the other Banks). On the effective date specified in a Substitution Certificate so executed and delivered, to the substitution, extent that they are expressed in place such Substitution Certificate to be the subject of the Issuer (or of any previous substitute) as the principal debtor under the Security Documents, the other Programme Documents novation effected pursuant to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided thatthis clause 17.4: (Aa) a deed is executed or undertaking given by the Substituted Obligor existing parties to this Agreement and the Bank party to the Trustee, in form relevant Substitution Certificate shall be released from their respective obligations towards one another under this Agreement and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents Trust Deed ("DISCHARGED OBLIGATIONS") and the ETP Securities of each Series their respective rights against one another under this Agreement (with such consequential amendments as the Trustee may deem appropriate"DISCHARGED RIGHTS") as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuershall be cancelled; (Bb) the Substituted Obligor assumes all rights, obligations and liabilities in relation Substitute party to the Secured Property, acknowledges relevant Substitution Certificate and the existing parties to this Agreement and the Security created in respect thereof pursuant Trust Deed (other than the Bank party to such Substitution Certificate) shall assume obligations towards each other which differ from the Security Documents and takes all discharged obligations only insofar as they are owed to or assumed by such action as the Trustee may require so that the Security constitutes a valid charge, pledge Substitute instead of to or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligorsuch Bank; (Cc) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard Substitute party to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer relevant Substitution Certificate and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant existing parties to this Condition 14.3 Agreement and the Security Documents willTrust Deed (other than the Bank party to such Substitution Certificate) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Substitute instead of by or against such Bank and, if so expressed, release on the Issuer date upon which such novation takes effect the Substitute shall pay to the Agent for its own account a fee of (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documentspound)500. The Substituted Obligor Agent shall give notice promptly notify the Borrower of the substitution receipt by it of any Substitution Certificate and deliver a copy thereof to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionBorrower.

Appears in 1 contract

Samples: Loan Agreement (Telewest Communications PLC /New/)

Substitution. The (A) (1) THE Trustee may, without the consent of the ETP SecurityholdersNoteholders, but subject Receiptholders or Couponholders, at any time agree with CSF, CSI and Cadbury Schweppes to the prior consent of each Authorised Participant and the Margin Loan Provider, agree to the substitution, substitution in place of the Issuer CSF or CSI (or of any the previous substitutesubstitute under this Clause) as the principal debtor under these presents of (a) another Subsidiary of Cadbury Schweppes, (b) any relevant Obligor or its Successor in Business (in which case the Security Documentsguarantee of such Obligor shall cease and determine), (c) a Subsidiary of a Holding Company of Cadbury Schweppes or its Successor in Business or (d) a Holding Company of Cadbury Schweppes or its Successor in Business (in each of which cases (c) and (d) the other Programme Documents guarantee of Cadbury Schweppes shall cease and determine if the Trustee is satisfied that the interests of the Noteholders will not be materially prejudiced if they became holders of Notes of such Subsidiary or Holding Company without the benefit of the guarantee of Cadbury Schweppes rather than if they were to which it is a party and remain holders of Notes of CSF or, as the ETP Securities case may be, CSI with the benefit of each Series, the guarantee of any other company Cadbury Schweppes (incorporated in any jurisdiction) (any such substitute substituted company being hereinafter called the "Substituted ObligorNew Company"), ) provided that: (A) that a trust deed is executed or some other form of undertaking is given by the Substituted Obligor to the Trustee, New Company in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities provisions of each Series (these presents with such any consequential amendments as which the Trustee may deem appropriate) appropriate as fully as if the Substituted Obligor New Company had been named in the Security Documents and the ETP Securities these presents as the principal debtor in place of CSF or, as the Issuer; case may be, CSI (Bor of the previous substitute under this Clause) and provided further that, where the Substituted Obligor assumes New Company is another Subsidiary of Cadbury Schweppes, Cadbury Schweppes unconditionally and irrevocably guarantees all rights, obligations and liabilities in relation amounts payable under these presents to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion satisfaction of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitution.

Appears in 1 contract

Samples: Fourth Supplemental Trust Deed (Cadbury Schweppes Public LTD Co)

Substitution. The Trustee may, without Subject to the consent of the ETP Securityholders, but conditions set forth in this Section 2.10(b) and subject to the prior consent of each Authorised Participant and other restrictions contained herein, at any time during the Margin Loan Provider, agree to the substitution, in place of the Issuer (or of any previous substitute) as the principal debtor under the Security DocumentsCommitment Period, the other Programme Documents to which it is a party and the ETP Securities of each SeriesBorrower may, of replace any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor")Portfolio Asset with one or more Eligible Portfolio Assets, provided that: (A) a deed is executed or undertaking given one or more Portfolio Assets that have been approved by the Substituted Obligor to the TrusteeInitial Lenders, in form and manner satisfactory to the Trusteethat will, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after upon such substitution, constitute Portfolio Assets (each, a “Substitute Asset” and each such replacement, a “Substitution”); provided that (y) such replacement and Substitution shall not occur after the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those end of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference Commitment Period unless otherwise consented to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor Majority Lenders in their sole discretion, or waived by the Administrative Agent (acting at the direction of liability as principal debtor in respect ofthe Majority Lenders), and of its obligations under, the ETP Securities of (z) no such replacement shall occur unless each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders following conditions is satisfied as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests date of such ETP Securityholders; replacement and substitution (Gthe “Substitution Date”) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholders; and (H) a legal opinion satisfactory to the Trustee is provided concerning any proposed substitution. An agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or all of its obligations under the Security Documents, the ETP Securities and the other relevant Programme Documents. The Substituted Obligor shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor which satisfaction shall be deemed to be named certified by the Borrower to the Administrative Agent): (i) the Borrower shall deliver to the Administrative Agent a completed Borrowing Base Certificate and a list of all Substitute Assets to be subject of a Substitution; (ii) after giving effect to any such Substitution on the Substitution Date, (x) the aggregate Advances Outstanding shall not exceed the Maximum Availability as of such date, (y) all representations and warranties contained in these ConditionsSection 4.01, Section 4.02 and Section 4.05 hereof shall continue to be true and correct in all material respects except to the extent relating to an earlier date; (iii) immediately before and after giving effect to such Substitution: (x) no Market Trigger Event shall have occurred and be continuing; (y) no Event of Default or Unmatured Event of Default shall have occurred and be continuing, and (z) the LTV shall not have exceed the then applicable Maximum LTV Percentage; and (iv) the net cash proceeds from such Substitution, if any, are deposited in the Collection Account; provided that, so long as LTV is equal to or less than 58%, the Security Documentsnet cash proceeds from such Substitution may be used either or both (x) to prepay Advances in accordance with Section 2.04, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer and/or (or of any previous substitutey) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary make Restricted Junior Payments subject to give effect to the substitutionSection 2.08.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Stepstone Private Credit Fund LLC)

Substitution. 11.1 If the Department approves (or is deemed to have approved) a Substitution Notice pursuant to Section 10 above, the Substituted Entity named therein shall execute a duly completed Substitute Accession Agreement substantially in the form attached hereto as Schedule A and submit it to the Department (with a copy thereof to the other parties to this Direct Agreement). The Trustee mayassignment set forth in the Substitute Accession Agreement shall become effective on and from the date on which (a) the Collateral Agent or the Substituted Entity lawfully succeeds to all the Developer’s Interest through exercise of foreclosure rights and actions on security interests or through transfer from Developer in lieu of foreclosure, without (b) the consent Department receives all payments described in Section 11.4 below and (c) the Department countersigns the Substitute Accession Agreement (the “Substitution Effective Date”), or the date that is ten days after the date the Department receives the completed Substitute Accession Agreement if the Department fails to sign the Substitute Accession Agreement. 11.2 As of the ETP Securityholders, but subject Substitution Effective Date: (a) Such Substituted Entity shall become a party to the prior consent of each Authorised Participant Contract Documents and the Margin Loan Provider, agree to the substitution, this Direct Agreement in place of the Issuer (or of any previous substitute) as the principal debtor under the Security Documents, the other Programme Documents to which it is a party and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents and the ETP Securities of each Series (with such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the IssuerDeveloper; (Bb) the Substituted Obligor assumes all rights, All of Developer's obligations and liabilities in relation under the Contract Documents and under this Direct Agreement arising from and after the Substitution Effective Date shall be immediately and automatically transferred to the Secured PropertySubstituted Entity, acknowledges the Security created in respect thereof pursuant without release of Developer from any such obligations and liabilities to the Security Documents and takes all such action as Department. Notwithstanding the Trustee may require so that the Security constitutes a valid charge, pledge foreclosure or other enforcement of any security interest over created or perfected by a Financing Document, and notwithstanding occurrence of the Secured Property as was originally created by Substitution Date, Developer shall remain liable to the Issuer Department for the payment of all sums owing to the Department under the Agreement and for the performance and observance of all of Developer’s covenants and obligations under the Agreement; (c) Such Substituted Entity shall exercise and enjoy the rights and perform the obligations of Developer under the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental Contract Documents and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP Securityholdersthis Direct Agreement; and (Hd) a legal opinion satisfactory The Department shall owe its obligations (including any undischarged liability with respect to any loss or damage suffered or incurred by Developer prior to the Trustee is provided concerning Substitution Effective Date) under the Contract Documents and this Direct Agreement to such Substituted Entity in place of Developer, subject to the Department’s rights under the Contract Documents and this Direct Agreement (including the right to offset any proposed substitution. An agreement losses or damages suffered or incurred by the Trustee Department as provided under the Agreement). 11.3 The Department shall use its reasonable efforts to facilitate the transfer to the Substituted Entity of Developer's obligations under the Agreement and this Direct Agreement. 11.4 The Substituted Entity shall pay to the Department on the Substitution Effective Date all amounts due to the Department under the Agreement and this Direct Agreement, including the Department’s reasonable costs and expenses incurred in connection with (a) Developer’s default and termination, (b) the Department’s activities with respect to the Project during any period the Department was in possession of the Project, and (c) the approval of the Substituted Entity, all as of the Substitution Effective Date and notified to such Substituted Entity prior to the Substitution Effective Date. The Department’s receipt of the payment pursuant to this Condition 14.3 Section 11.5 The occurrence of the Substitution Effective Date shall not extinguish prior Developer Defaults that remain uncured, and the Security Documents will, if so expressed, release the Issuer (or a previous substitute) from any or Department shall continue to have all of its obligations rights and remedies available under the Security DocumentsAgreement with respect to such Developer Defaults, including any applicable termination rights, subject to (a) the limitations on the Department’s exercise of such rights and remedies set forth in this Direct Agreement during any applicable Cure Period that continues after the Substitution Effective Date, (b) the limitations on termination due to accumulation of Noncompliance Points prior to the Substitution Effective Date to the extent provided in Section 12.4.3 of the Agreement and (c) Section 13 below. 11.6 As of the Substitution Effective Date, the ETP Securities and Department shall enter into an equivalent direct agreement on substantially the other relevant Programme Documents. The Substituted Obligor same terms as this Direct Agreement, save that Developer shall give notice of the substitution to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, be replaced as a party by the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionEntity.

Appears in 1 contract

Samples: Project Lease

Substitution. The Trustee mayEach Bank may transfer, without by way of novation, all or any part of its rights, benefits and/or obligations under this Agreement to another person subject to a minimum transfer amount of five million Dollars ($5,000,000) to be transferred (a "Substitute") and provided that no Default has occurred and is continuing the consent of the ETP Securityholders, but subject Borrower (which consent shall not be unreasonably withheld or delayed). Any such novation shall be effected upon five (5) Banking Days' prior notice by delivery to the prior consent Agent of each Authorised Participant a duly completed Substitution Certificate duly executed by such Bank, the Substitute and the Margin Loan ProviderAgent (for itself, agree the Borrower and the other Banks) and following receipt by the transferring Bank from the Substitute of an amount equal to the substitutionpurchase price to be paid by the Substitute for the Contribution being transferred. On the effective date specified in a Substitution Certificate so executed and delivered, to the extent that they are expressed in place such Substitution Certificate to be the subject of the Issuer (or of any previous substitute) as novation effected pursuant to this clause 15.4: 15.4.1 the principal debtor under the Security Documents, the other Programme Documents existing parties to which it is a party this Agreement and the ETP Securities of each Series, of any other company (incorporated in any jurisdiction) (any such substitute company being the "Substituted Obligor"), provided that: (A) a deed is executed or undertaking given by the Substituted Obligor Bank party to the Trustee, in form relevant Substitution Certificate shall be released from their respective obligations towards one another under this Agreement ("discharged obligations") and manner satisfactory their respective rights against one another under this Agreement ("discharged rights") shall be cancelled; 15.4.2 the Substitute party to the Trustee, agreeing to be bound by the Security Documents relevant Substitution Certificate and the ETP Securities existing parties to this Agreement (other than the Bank party to such Substitution Certificate) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by such Substitute instead of each Series (with to or by such consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in the Security Documents and the ETP Securities as the principal debtor in place of the Issuer; (B) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) all necessary governmental and regulatory approvals and consents necessary for or in connection with the assumption by the Substituted Obligor of liability as principal debtor in respect of, and of its obligations under, the ETP Securities of each Series and any Programme Document have been obtained and (b) such approvals and consents are at the time of substitution in full force and effect; (E) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the ETP SecurityholdersBank; and (H) a legal opinion satisfactory 15.4.3 the Substitute party to the Trustee is provided concerning any proposed substitution. An agreement by relevant Substitution Certificate and the Trustee pursuant existing parties to this Condition 14.3 and Agreement (other than the Security Documents willBank party to such Substitution Certificate) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Substitute instead of by or against such Bank and, if so expressed, release on the Issuer (or a previous substitute) from any or all of its obligations under the Security Documentsdate upon which such novation takes effect, the ETP Securities and Substitute shall pay to the Agent for its own account a transfer fee of three thousand Dollars ($3,000). The Agent shall promptly notify the other relevant Programme Documents. The Substituted Obligor shall give notice parties hereto of the substitution receipt by it of any Substitution Certificate and shall promptly deliver a copy of such Substitution Certificate to the ETP Securityholders within 14 calendar days of the execution of such documents and compliance with such requirements. On completion of the formalities set out in this Condition 14.3 and the Security Documents, the Substituted Obligor shall be deemed to be named in these Conditions, the Security Documents, the other Programme Documents and the ETP Securities as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents and the ETP Securities shall be deemed to be amended as necessary to give effect to the substitutionBorrower.

Appears in 1 contract

Samples: Facility Agreement (Aries Maritime Transport LTD)

Substitution. (a) The Trustee may, without the previous consent or sanction of the ETP Securityholdersholders of the Notes, but subject to the prior consent Coupons or Talons of each Authorised Participant and the Margin Loan Providerany Series, agree with the Issuer to the substitution, in place of the Issuer (or of any previous substitute) as the principal debtor under this Trust Deed in relation to the Security DocumentsNotes, the other Programme Documents to which it is a party Coupons and the ETP Securities Talons of each Seriesany Series and under such Notes, Coupons and Talons, of any other company Holding Company or of any subsidiary of the Issuer (incorporated in any jurisdictionhereinafter called the Substituted Issuer) (any such substitute company being the "Substituted Obligor"), provided thatPROVIDED THAT: (Ai) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor Issuer to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the Security Documents terms of this Trust Deed and the ETP Securities Notes, Coupons and Talons of each Series (the relevant Series, with such any consequential amendments as which the Trustee may deem appropriate) , as fully as if the Substituted Obligor Issuer had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Security Documents Issuer and had been named on the ETP Securities Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer; (Bii) the Trustee shall be satisfied that (x) the Substituted Obligor assumes all rights, obligations and liabilities in relation to the Secured Property, acknowledges the Security created in respect thereof pursuant to the Security Documents and takes all such action as the Trustee may require so that the Security constitutes a valid charge, pledge or other security interest over the Secured Property as was originally created by the Issuer for the obligations of the Substituted Obligor; (C) if any director of the Substituted Obligor certifies that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer; (D) the Trustee will be satisfied (if it requires, by reference to legal opinions) that (a) has obtained all necessary governmental and regulatory approvals and consents necessary for or in connection with its assumption of the assumption by the Substituted Obligor of liability obligations and liabilities as principal debtor under this Trust Deed in respect ofrelation to the Notes, Coupons and Talons of its obligations under, the ETP Securities of each relevant Series and any Programme Document have been obtained under such Notes, Coupons and Talons in place of the Issuer and (by) such approvals and consents are at the time of substitution in full force and effect; (Eiii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Substituted Issuer at least equivalent to the rights they have against the Issuer; (iv) the Issuer and the Substituted Obligor will execute and the Issuer shall procure that the Margin Loan Provider and any other Programme Party will execute such other deeds, documents and instruments (if any) as the Trustee may require in order that such substitution is fully effective and comply with such other requirements in the interests of the ETP Securityholders as the Trustee may direct; (F) in connection with any proposed substitution of the Issuer, the Trustee may, without the consent of the holders of the ETP Securities, agree to a change of the law from time to time governing such ETP Securities and/or the Supplemental Trust Deed and/or the Security Documents, provided that such change of law, in the opinion of the Trustee, would not be materially prejudicial to the interests of such ETP Securityholders; (G) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct or require in the interests of the ETP Securityholdersholders of the Notes of the relevant Series; (v) without prejudice to the generality of subparagraphs (i), (ii), (iii) and (iv) of this Clause 15.3(a), where the Substituted Issuer is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 6 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Substituted Issuer is incorporated, domiciled or resident or to the taxing jurisdiction of which, or of any authority of or in which, the Substituted Issuer is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) in the case of any Tier 2 Notes, the obligations of the Substituted Issuer in respect of such Tier 2 Notes, Coupons and Talons shall be subordinated on a basis equivalent to that referred to in Condition 2; (vii) if the directors of the Substituted Issuer shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and (Hviii) a legal opinion satisfactory without prejudice to the rights of reliance of the Trustee under paragraph (vii) of this Clause 15.3(a), the Trustee is provided concerning satisfied that the said substitution is not materially prejudicial to the interest of the holders of the Notes and Coupons of the relevant Series. Upon the execution of such documents and compliance with the said requirements: (A) the Substituted Issuer shall be deemed to be named in this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and on such Notes, Coupons and Talons as principal debtor in place of the Issuer and this Trust Deed and the relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any proposed supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution. An ; (B) the Issuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Condition 14.3 and the Security Documents willClause 15.3(a), if so expressed, release the Issuer (or a previous substitute) be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Security DocumentsNotes, Coupons and Talons of the ETP Securities relevant Series and such Notes, Coupons and Talons; and (C) the other relevant Programme Documents. The Substituted Obligor shall Issuer shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the ETP Securityholders within 14 calendar days holders of the Notes of the relevant Series in accordance with Condition 12. (b) The Trustee may, without the previous consent or sanction of the holders of the Notes, Coupons or Talons of any Series, agree with the Issuer to the substitution, in place of the Issuer as the principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of any Series and under such Notes, Coupons and Talons of a Successor in Business PROVIDED THAT: (i) a trust deed is executed or some other form of undertaking is given by the Successor in Business to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of this Trust Deed and the Notes, Coupons and Talons of the relevant Series, with any consequential amendments which the Trustee may deem appropriate, as fully as if the Successor in Business had been named in this Trust Deed as principal debtor under such Notes, Coupons and Talons in place of the Issuer and had been named on the Notes, Coupons and Talons of the relevant Series as the principal debtor in place of the Issuer; (ii) the Trustee shall be satisfied that (x) the Successor in Business has obtained all necessary governmental and regulatory approvals and consents necessary for its assumption of the obligations and liabilities as principal debtor under this Trust Deed in relation to the Notes, Coupons and Talons of the relevant Series and under such Notes, Coupons and Talons in place of the Issuer and (y) such approvals and consents are at the time of substitution in full force and effect; (iii) arrangements are made satisfactory to the Trustee for the holders of the Notes, Coupons and Talons of the relevant Series to have or be able to have rights against the Successor in Business at least equivalent to the rights they have against the Issuer; (iv) the Issuer and the Successor in Business comply with such other requirements as the Trustee may direct or require in the interests of the holders of the Notes of the relevant Series; (v) without prejudice to the generality of paragraphs (i), (ii), (iii) and (iv) of this Clause 15.3(b), where the Successor in Business is incorporated, domiciled or resident in or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than the United Kingdom, undertakings or covenants are given in terms corresponding to the provisions of Condition 6 containing, in substitution for the references to the United Kingdom, references to the territory or territories in which the Successor in Business is incorporated, domiciled or resident or the taxing jurisdiction of which, or of any authority of or in which, the Successor in Business is otherwise subject generally and in the event of any such covenant being given the provisions of this Trust Deed shall be read and construed accordingly; (vi) if the directors of the Successor in Business shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the Issuer; and (vii) without prejudice to the rights of reliance of the Trustee under paragraph (vi) of this Clause 15.3(b), the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the holders of the Notes of the relevant Series. Upon the execution of such documents and compliance with such the said requirements. On completion of : (A) the formalities set out Successor in this Condition 14.3 and the Security Documents, the Substituted Obligor Business shall be deemed to be named in these Conditionsthis Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the Security Documentsrelevant Series and on such Notes, the other Programme Documents Coupons and the ETP Securities Talons as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions, the Security Documents, the other Programme Documents this Trust Deed and the ETP Securities relevant Notes, Coupons and Talons shall thereupon be deemed to be amended in such manner as expressly specified in any supplement to this Trust Deed or, failing which, as shall be necessary to give effect to such substitution; (B) the substitutionIssuer shall, to the extent so expressed in any such agreement by the Trustee pursuant to this Clause 15.3(b), be released from any or all of its obligations under this Trust Deed as principal debtor in relation to the Notes, Coupons and Talons of the relevant Series and such Notes, Coupons and Talons; and (C) the Issuer or the Successor in Business shall, unless the Trustee agrees otherwise, within 14 days of such substitution give notice of the substitution to the holders of the Notes of the relevant Series in accordance with Condition 12.

Appears in 1 contract

Samples: Supplemental Trust Deed