Common use of THE VPS TRUSTEE Clause in Contracts

THE VPS TRUSTEE. 5.1 Power to represent the VPS Noteholders (a) The VPS Trustee has power and authority to act on behalf of, and/or represent, the VPS Noteholders in a relevant Issue in all matters pertaining to the Issue, including but not limited to taking any legal or other action against the Issuer or others. (b) The Issuer shall promptly upon request provide the VPS Trustee with any such documents, information and other assistance (in form and substance satisfactory to the VPS Trustee), that the VPS Trustee deems necessary for the purpose of exercising its and the VPS Noteholders’ rights and/or carrying out its duties under this Agreement and the VPS Conditions. (c) In order to carry out its functions and obligations under this Agreement and the VPS Conditions, the VPS Trustee will have access to the relevant information regarding ownership of the VPS Notes, as recorded and regulated with the VPS. 5.2 The duties and authority of the VPS Trustee (a) The VPS Trustee shall represent the VPS Noteholders in accordance with the VPS Conditions and this Agreement, including, inter alia, by: (i) forwarding any relevant notices or other documentation relating to payments of principal and interest on the VPS Notes; (ii) informing the VPS Noteholders, the VPS Agent, any calculation agent and if relevant the Exchange of relevant information which is obtained or received in its capacity as VPS Trustee which requirement shall not restrict the VPS Trustee from discussing matters of confidentiality with the Issuer; (iii) arranging VPS Noteholders’ Meetings (as detailed above); and (iv) determining and implementing any measures resolved pursuant to this Agreement or the VPS Conditions. (b) The Trustee shall upon receipt of any new VPS Conditions applicable to future VPS Notes from time to time: (i) attach such new VPS Conditions to this Agreement as Schedule 1; and (ii) publish such new VPS Conditions through the information system for Nordic debt securities (xxx.xxxxxxxx.xx) or other relevant information platform. (c) The VPS Trustee is not obligated to assess or monitor the financial condition of the Issuer unless to the extent expressly set out in the VPS Conditions or this Agreement. The VPS Trustee is not responsible for the valid execution or enforceability of this Agreement and the VPS Conditions, or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the VPS Noteholders’ prior to issuance of the VPS Notes and the provisions of this Agreement, the VPS Conditions or the Final Terms. (d) The VPS Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the VPS Noteholders in all matters pursuant to the terms of this Agreement and the VPS Conditions. The VPS Trustee may submit any instructions received by it from the VPS Noteholders to a VPS Noteholders’ Meeting before the VPS Trustee takes any action pursuant to the instruction. (e) The VPS Trustee is entitled to engage external experts when carrying out its duties under this Agreement and the VPS Conditions. (f) The VPS Trustee shall hold all amounts recovered on behalf of the VPS Noteholders on separated accounts. (g) The VPS Trustee will ensure that resolutions passed at the VPS Noteholders’ Meeting are properly implemented, provided, however, that the VPS Trustee may refuse to implement resolutions that may be in conflict with this Agreement, the VPS Conditions, or any applicable law. (h) Notwithstanding any other provision of this Agreement or the VPS Conditions to the contrary, the VPS Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation. (i) If the cost, loss or liability which the VPS Trustee may incur (including reasonable fees payable to the VPS Trustee itself) in: (i) complying with instructions of the VPS Noteholders; or (ii) taking any action at its own initiative, will not, in the reasonable opinion of the VPS Trustee, be covered by the Issuer or the relevant VPS Noteholders pursuant to paragraphs (e) and (f) of Clause 5.4 (Expenses, liability and indemnity), the VPS Trustee may refrain from acting in accordance with such instructions, or refrain from taking such action, until it has received such funding or indemnities (or adequate security has been provided therefore) as it may reasonably require. (j) The VPS Trustee shall give a notice to the VPS Noteholders before it ceases to perform its obligations under this Agreement or the VPS Conditions by reason of the non-payment by the Issuer of any fee or indemnity due to the VPS Trustee under this Agreement.

THE VPS TRUSTEE. 5.1 Power to represent the VPS Noteholders (a) The VPS Trustee has power and authority to act on behalf of, and/or represent, the VPS Noteholders in a relevant Issue in all matters pertaining to the Issue, including but not limited to taking any legal or other action against the Issuer or others. (b) The Issuer shall promptly upon request provide the VPS Trustee with any such documents, information and other assistance (in form and substance satisfactory to the VPS Trustee), that the VPS Trustee deems necessary for the purpose of exercising its and the VPS Noteholders’ rights and/or carrying out its duties under this Agreement and the VPS Conditions. (c) In order to carry out its functions and obligations under this Agreement and the VPS Conditions, the VPS Trustee will have access to the relevant information regarding ownership of the VPS Notes, as recorded and regulated with the VPS. 5.2 The duties and authority of the VPS Trustee (a) The VPS Trustee shall represent the VPS Noteholders in accordance with the VPS Conditions and this Agreement, including, inter alia, by: (i) calculating and, if relevant, adjusting interest on the VPS Notes in accordance with the VPS Conditions and the Final Terms and notify the Issuer, the VPS Agent and the Exchange (to the extent applicable) of the new interest rate applicable for the next interest period; (ii) forwarding any relevant notices or other documentation relating to payments of principal and interest on the VPS Notes; (iiiii) informing the VPS Noteholders, the VPS Agent, any calculation agent (other than the VPS Trustee) and if relevant the Exchange of relevant information which is obtained or received in its capacity as VPS Trustee which requirement shall not restrict the VPS Trustee from discussing matters of confidentiality with the Issuer; (iiiiv) arranging VPS Noteholders’ Meetings (as detailed above); and (ivv) determining and implementing any measures resolved pursuant to this Agreement or the VPS Conditions. (b) The VPS Trustee shall upon receipt of any new VPS Conditions applicable to future VPS Notes from time to time: (i) time attach such new VPS Conditions to this Agreement as Schedule 1; and (ii) publish such new VPS Conditions through the information system for Nordic debt securities (xxx.xxxxxxxx.xx) or other relevant information platform. (c) The VPS Trustee is not obligated to assess or monitor the financial condition of the Issuer or take any steps to ascertain whether any Event of Default has occurred, unless to the extent expressly set out in the VPS Conditions or this Agreement. Until it has actual knowledge to the contrary, the VPS Trustee is entitled to assume that no Event of Default has occurred. The VPS Trustee is not responsible for the valid execution or enforceability of this Agreement and the VPS Conditions, or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the VPS Noteholders’ prior to issuance of the VPS Notes and the provisions of this Agreement, the VPS Conditions or the Final Terms. (d) The VPS Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the VPS Noteholders in all matters pursuant to the terms of this Agreement and the VPS Conditions. The VPS Trustee may submit any instructions received by it from the VPS Noteholders to a VPS Noteholders’ Meeting before the VPS Trustee takes any action pursuant to the instruction. (e) The VPS Trustee is entitled to engage external experts when carrying out its duties under this Agreement and the VPS Conditions. (f) The VPS Trustee shall hold all amounts recovered on behalf of the VPS Noteholders on separated accounts. (g) The VPS Trustee will ensure that resolutions passed at the VPS Noteholders’ Meeting are properly implemented, provided, however, that the VPS Trustee may refuse to implement resolutions that may be in conflict with this Agreement, the VPS Conditions, or any applicable law. (h) Notwithstanding any other provision of this Agreement or the VPS Conditions to the contrary, the VPS Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation. (i) If the cost, loss or liability which the VPS Trustee may incur (including reasonable fees payable to the VPS Trustee itself) in: (i) complying with instructions of the VPS Noteholders; or (ii) taking any action at its own initiative, will not, in the reasonable opinion of the VPS Trustee, be covered by the Issuer or the relevant VPS Noteholders pursuant to paragraphs (e) and (f) of Clause 5.4 (Expenses, liability and indemnity), the VPS Trustee may refrain from acting in accordance with such instructions, or refrain from taking such action, until it has received such funding or indemnities (or adequate security has been provided therefore) as it may reasonably require. (j) The VPS Trustee shall give a notice to the VPS Noteholders before it ceases to perform its obligations under this Agreement or the VPS Conditions by reason of the non-non- payment by the Issuer of any fee or indemnity due to the VPS Trustee under this Agreement.

THE VPS TRUSTEE. 5.1 Power to represent the VPS Noteholders (a) The VPS Trustee has power and authority to act on behalf of, and/or represent, the VPS Noteholders in a relevant Issue in all matters pertaining to the Issue, including but not limited to taking any legal or other action against the Issuer or others. (b) The Issuer shall promptly upon request provide the VPS Trustee with any such documents, information and other assistance (in form and substance satisfactory to the VPS Trustee), that the VPS Trustee deems necessary for the purpose of exercising its and the VPS Noteholders’ rights and/or carrying out its duties under this Agreement and the VPS Conditions. (c) In order to carry out its functions and obligations under this Agreement and the VPS Conditions, the VPS Trustee will have access to the relevant information regarding ownership of the VPS Notes, as recorded and regulated with the VPS. 5.2 The duties and authority of the VPS Trustee (a) The VPS Trustee shall represent the VPS Noteholders in accordance with the VPS Conditions and this Agreement, including, inter alia, by: (i) calculating and, if relevant, adjusting interest on the VPS Notes in accordance with the VPS Conditions and the Final Terms and notify the Issuer, the VPS Agent and the Exchange (to the extent applicable) of the new interest rate applicable for the next interest period; (ii) forwarding any relevant notices or other documentation relating to payments of principal and interest on the VPS Notes; (iiiii) informing the VPS Noteholders, the VPS Agent, any calculation agent (other than the VPS Trustee) and if relevant the Exchange of relevant information which is obtained or received in its capacity as VPS Trustee which requirement shall not restrict the VPS Trustee from discussing matters of confidentiality with the Issuer; (iiiiv) arranging VPS Noteholders’ Meetings (as detailed above); and (ivv) determining and implementing any measures resolved pursuant to this Agreement or the VPS Conditions. (b) The VPS Trustee shall upon receipt of any new VPS Conditions applicable to future VPS Notes from time to time: (i) time attach such new VPS Conditions to this Agreement as Schedule 1; and (ii) publish such new VPS Conditions through the information system for Nordic debt securities (xxx.xxxxxxxx.xx) or other relevant information platform. (c) The VPS Trustee is not obligated to assess or monitor the financial condition of the Issuer or take any steps to ascertain whether any Event of Default has occurred, unless to the extent expressly set out in the VPS Conditions or this Agreement. Until it has actual knowledge to the contrary, the VPS Trustee is entitled to assume that no Event of Default has occurred. The VPS Trustee is not responsible for the valid execution or enforceability of this Agreement and the VPS Conditions, or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the VPS Noteholders’ prior to issuance of the VPS Notes and the provisions of this Agreement, the VPS Conditions or the Final Terms. (d) The VPS Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the VPS Noteholders in all matters pursuant to the terms of this Agreement and the VPS Conditions. The VPS Trustee may submit any instructions received by it from the VPS Noteholders to a VPS Noteholders’ Meeting before the VPS Trustee takes any action pursuant to the instruction. (e) The VPS Trustee is entitled to engage external experts when carrying out its duties under this Agreement and the VPS Conditions. (f) The VPS Trustee shall hold all amounts recovered on behalf of the VPS Noteholders on separated accounts. (g) The VPS Trustee will ensure that resolutions passed at the VPS Noteholders’ Meeting are properly implemented, provided, however, that the VPS Trustee may refuse to implement resolutions that may be in conflict with this Agreement, the VPS Conditions, or any applicable law. (h) Notwithstanding any other provision of this Agreement or the VPS Conditions to the contrary, the VPS Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation. (i) If the cost, loss or liability which the VPS Trustee may incur (including reasonable fees payable to the VPS Trustee itself) in: (i) complying with instructions of the VPS Noteholders; or (ii) taking any action at its own initiative, will not, in the reasonable opinion of the VPS Trustee, be covered by the Issuer or the relevant VPS Noteholders pursuant to paragraphs (e) and (f) of Clause 5.4 (Expenses, liability and indemnity), the VPS Trustee may refrain from acting in accordance with such instructions, or refrain from taking such action, until it has received such funding or indemnities (or adequate security has been provided therefore) as it may reasonably require. (j) The VPS Trustee shall give a notice to the VPS Noteholders before it ceases to perform its obligations under this Agreement or the VPS Conditions by reason of the non-payment by the Issuer of any fee or indemnity due to the VPS Trustee under this Agreement.

THE VPS TRUSTEE. 5.1 Power to represent the VPS Noteholders (a) The VPS Trustee has power and authority to act on behalf of, and/or represent, the VPS Noteholders in a relevant Issue in all matters pertaining to the Issue, including but not limited to taking any legal or other action against the Issuer or others. (b) The Issuer shall promptly upon request provide the VPS Trustee with any such documents, information and other assistance (in form and substance satisfactory to the VPS Trustee), that the VPS Trustee deems necessary for the purpose of exercising its and the VPS Noteholders’ rights and/or carrying out its duties under this Agreement and the VPS Conditions. (c) In order to carry out its functions and obligations under this Agreement and the VPS Conditions, the VPS Trustee will have access to the relevant information regarding ownership of the VPS Notes, as recorded and regulated with the VPS. 5.2 The duties and authority of the VPS Trustee (a) The VPS Trustee shall represent the VPS Noteholders in accordance with the VPS Conditions and this Agreement, including, inter alia, by: (i) forwarding any relevant notices or other documentation relating to payments of principal and interest on the VPS Notes; (ii) informing the VPS Noteholders, the VPS Agent, any calculation agent and if relevant the Exchange of relevant information which is obtained or received in its capacity as VPS Trustee which requirement shall not restrict the VPS Trustee from discussing matters of confidentiality with the Issuer; (iii) arranging VPS Noteholders’ Meetings (as detailed above); and (iv) determining and implementing any measures resolved pursuant to this Agreement or the VPS Conditions. (b) The Trustee shall upon receipt of any new VPS Conditions applicable to future VPS Notes from time to time: (i) attach such new VPS Conditions to this Agreement as Schedule 1; and (ii) publish such new VPS Conditions through the information system for Nordic debt securities (xxx.xxxxxxxx.xx) or other relevant information platform. (c) The VPS Trustee is not obligated to assess or monitor the financial condition of the Issuer or take any steps to ascertain whether any Event of Default has occurred, unless to the extent expressly set out in the VPS Conditions or this Agreement. Until it has actual knowledge to the contrary, the VPS Trustee is entitled to assume that no Event of Default has occurred. The VPS Trustee is not responsible for the valid execution or enforceability of this Agreement and the VPS Conditions, or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the VPS Noteholders’ prior to issuance of the VPS Notes and the provisions of this Agreement, the VPS Conditions or the Final Terms. (d) The VPS Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the VPS Noteholders in all matters pursuant to the terms of this Agreement and the VPS Conditions. The VPS Trustee may submit any instructions received by it from the VPS Noteholders to a VPS Noteholders’ Meeting before the VPS Trustee takes any action pursuant to the instruction. (e) The VPS Trustee is entitled to engage external experts when carrying out its duties under this Agreement and the VPS Conditions. (f) The VPS Trustee shall hold all amounts recovered on behalf of the VPS Noteholders on separated accounts. (g) The VPS Trustee will ensure that resolutions passed at the VPS Noteholders’ Meeting are properly implemented, provided, however, that the VPS Trustee may refuse to implement resolutions that may be in conflict with this Agreement, the VPS Conditions, or any applicable law. (h) Notwithstanding any other provision of this Agreement or the VPS Conditions to the contrary, the VPS Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation. (i) If the cost, loss or liability which the VPS Trustee may incur (including reasonable fees payable to the VPS Trustee itself) in: (i) complying with instructions of the VPS Noteholders; or (ii) taking any action at its own initiative, will not, in the reasonable opinion of the VPS Trustee, be covered by the Issuer or the relevant VPS Noteholders pursuant to paragraphs (e) and (f) of Clause 5.4 (Expenses, liability and indemnity), the VPS Trustee may refrain from acting in accordance with such instructions, or refrain from taking such action, until it has received such funding or indemnities (or adequate security has been provided therefore) as it may reasonably require. (j) The VPS Trustee shall give a notice to the VPS Noteholders before it ceases to perform its obligations under this Agreement or the VPS Conditions by reason of the non-payment by the Issuer of any fee or indemnity due to the VPS Trustee under this Agreement.