Authority of the Trustee. (a) The Trustee shall have and be entitled to exercise all powers hereunder that are specifically granted to it by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Agreement or the Indenture, neither the Trustee nor any director, officer, employee, attorney or agent of the Trustee shall be liable to the Grantor for any action taken or omitted to be taken by the Trustee, in its capacity as Trustee, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Trustee shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons.
(b) The Grantor acknowledges that the rights and responsibilities of the Trustee under this Agreement with respect to any action taken by the Trustee or the exercise or non-exercise by the Trustee of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Trustee and the Holders of the Notes, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Trustee and the Grantor, the Trustee shall be conclusively presumed to be acting as agent for the Holders of the Notes with full and valid authority so to act or refrain from acting, and the Grantor shall not be obligated or entitled to make any inquiry respecting such authority.
Authority of the Trustee. (i) The Trustee shall have and be entitled to exercise all powers hereunder that are specifically granted to the Trustee by the terms hereof, together with such powers as are reasonably incident thereto. The Trustee may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the Indenture, neither the Trustee nor any director, officer, employee, attorney or agent of the Trustee shall be liable to the Pledgor for any action taken or omitted to be taken by the Trustee, in its capacity as Trustee, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Trustee shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons.
Authority of the Trustee. The Grantor acknowledges that the rights and responsibilities of the Trustee under this Agreement with respect to any action taken by the Trustee or the exercise or non-exercise by the Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Trustee and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Trustee and the Grantor, the Trustee shall be conclusively presumed to be acting as agent for the Holders with full and valid authority so to act or refrain from acting, and the Grantor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.
Authority of the Trustee. The Trustee shall manage the trusted assets with the authority and duties established in article 356 of the General Law of Securities and Credit Operations.
Authority of the Trustee. (a) The Trustee shall have all the authority and powers that are necessary to fulfill the Purposes of the Trust, and shall be liable for damages and losses (xxxxx y perjucios) resulting from the breach of its obligations under this Agreement, in accordance with the terms of Article 391 of the LGTOC; provided, that the Trustee must act at all times in accordance with the terms of this Agreement and in accordance with the instructions of those Persons authorized to give such instructions in accordance with this Agreement, as a good pater familias, and shall verify, through the information provided to it pursuant to this Article VIII, the state of the Trust Estate. To the extent a specific situation is not covered by the provisions of this Agreement, the Trustee may act upon the instructions of the Manager.
(b) The Trustee shall comply with its obligations under the CUAE, precisely in the terms set forth therein.
Authority of the Trustee. (a) In such trust capacity, the Trustee agrees and is authorised:
(i) to execute and deliver for and on behalf of the Finance Parties, the Transaction Documents and other documents, agreements, instruments and certificates contemplated by the Transaction Documents which are to be executed and delivered by the Trustee or as the Trustee shall deem advisable and in the best interests of the Finance Parties subject to obtaining Approved Instructions;
(ii) to exercise its rights and powers, and perform its obligations and take whatever action as shall be required to be taken by the Trustee under the Transaction Documents, and other documents, agreements, instruments and certificates referred to in Clause 5.2(a)(i);
(iii) without prejudice to the above and subject to obtaining Approved Instructions, allow any bank or other institution providing safe custody services or any professional provider of custody services to retain any of those documents in its possession;
(iv) to monitor and require, from time to time, compliance by the Company with the terms contained in the Transaction Documents and apprise the Debenture Holders of any significant or persistent defaults committed by the Company; and
(v) subject to the terms and provisions of the Transaction Documents, to take such other action in connection with the foregoing as may be prescribed under the Approved Instructions from time to time.
(b) Upon the admission of an application in relation to the corporate insolvency resolution process of the Company under the IBC and the constitution of the committee of creditors under the IBC, to the extent permitted by Applicable Law, the Debenture Holders reserve the right to:
(i) attend the meetings of the committee of creditors;
(ii) vote on behalf of themselves to the extent of their voting share; and
(iii) appear before any court, tribunal or Governmental Authority, in their own capacity or authorise the Trustee in writing to carry out such actions on their behalf.
Authority of the Trustee. (a) The Trustee shall have all of the authority required to comply with the purposes of this Amendment Agreement, pursuant to the provisions set forth in Article 391 of the General Law of Negotiable Instruments and Credit Transactions, and all of the authority necessary, or deemed necessary, under the terms of this Amendment Agreement or pursuant to applicable law, subject to the required instructions in accordance with the terms of this Amendment Agreement.
(b) With respect to the Trust Estate and its rights and obligations under this Amendment Agreement, the Trustee shall have powers and authority to engage in lawsuits and collections, administrative acts and acts of ownership, as well as the power to execute credit and negotiable instruments, including the authority to receive and make payments, issue receipts and any type of special powers of attorney in order to ensure the performance of the purposes of the trust established under this Amendment Agreement, pursuant to applicable law, provided that the Trustee may not xxxxx xxxxxx of attorney for acts of ownership nor carry out any action with respect to the Trust Estate not expressly provided for in this Amendment Agreement or authorized hereunder.
(c) It is expressly agreed that the Trustee shall not incur any liability when by acting upon any notice, consent, certificate or other instrument or notarized document which may reasonably be considered as authentic and which is signed by the relevant party or parties.
(d) The Trustee shall not be obliged to carry out any act whatsoever that is in contravention of this Amendment Agreement or contravenes applicable legislation.
Authority of the Trustee. The Trustee shall have all the authority and powers that are necessary to fulfill the Purposes of the Trust, and shall be liable for damages and losses (xxxxx y perjucios) resulting from the breach of its obligations under this Agreement, in accordance with the terms of Article 391 of the LGTOC; provided, that the Trustee must act at all times in accordance with the terms of this Agreement and in accordance with the instructions of those Persons authorized to give such instructions in accordance with this Agreement, and as a good pater familias. To the extent a specific situation is not covered by the provisions of this Agreement, the Trustee may act upon the instructions of the Manager.
Authority of the Trustee. Grantor acknowledges that the rights and responsibilities of Grantor under this Agreement with respect to any action taken by the Trustee or the exercise or non-exercise by the Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Trustee and the Holders, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Trustee and Grantor, the Trustee shall be conclusively presumed to be acting as agent for the Holders with full and valid authority so to act or refrain from acting, and Grantor shall be under no obligation, or entitlement, to make any inquiry respecting such authority. The Trustee may exercise its rights under this Agreement through an agent or other designee.
Authority of the Trustee. The Certificate Holders hereby authorize and direct the Trustee:
(a) to execute and deliver each of the Operative Documents (including the Loan Agreement, the Notes and the Certificates, subject to the terms of, and in the manner provided in, this Trust Agreement and the other Operative Documents) and any other documents and instruments related thereto to which the Trustee is or will be a party, in the respective form thereof delivered by or on behalf of the Certificate Holders to the Trustee for execution; and
(b) to do all such other things and take all such other actions as may be necessary, appropriate or convenient to consummate the transactions contemplated by, and perform from time to time the duties and obligations of the Trustee under, this Trust Agreement and the other Operative Documents. Each Certificate Holder agrees that its execution and delivery of the Participation Agreement and its commitment to make available Equity Investments pursuant to Section 1.02 of the Participation Agreement will constitute, without further action, authorization and direction by such Certificate Holder to the Trustee, to take the actions specified in this Section 1.
