Fondé de Pouvoir. The Trustee hereby agrees to act as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes to the extent necessary or desirable for the purposes of this Indenture and each Holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders hereunder) and subject to any applicable law of public order, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that: (1) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability; (2) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon; (3) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with such injury; (4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Holder which shall continue to apply in favour of the Holder or Holders who have acquired such Notes from such deceased or bankrupt Holder; (5) the bankruptcy of the Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07; (6) so long as any Notes remain outstanding, (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; and (7) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders on such amounts.
Appears in 2 contracts
Samples: Indenture (Quebecor Media Inc), Indenture (Quebecor Media Inc)
Fondé de Pouvoir. The Trustee hereby agrees to act as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes to the extent necessary or desirable for the purposes of this Indenture and each Holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders hereunder) and subject to any applicable law of public order, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that:
(1) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability;
(2) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with such injury;
(4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Holder which shall continue to apply in favour of the Holder or Holders who have acquired such Notes from such deceased or bankrupt Holder;
(5) the bankruptcy of the Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07;
(6) so long as any Notes remain outstanding, (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx Xxxxxx and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; and
(7) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders on such amounts.
Appears in 2 contracts
Samples: Indenture (Videotron Ltee), Indenture (Videotron Ltee)
Fondé de Pouvoir. The Trustee hereby agrees to act as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes to the extent necessary or desirable for the purposes of this Indenture and each Holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders hereunder) and subject to any applicable law of public order, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that:
(1) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour favor of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability;
(2) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with such injury;
(4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Holder which shall continue to apply in favour favor of the Holder or Holders who have acquired such Notes from such deceased or bankrupt Holder;
(5) the bankruptcy of the Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07;
(6) so long as any Notes remain outstanding, (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx Xxxxxx and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; and
(7) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders on such amounts.
Appears in 2 contracts
Samples: Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)
Fondé de Pouvoir. The Trustee hereby agrees to act as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes to the extent necessary or desirable for the purposes of this Indenture and each Holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders hereunder) and subject to any applicable law of public order, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that:
(1) i. notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability;
(2) ii. except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) iii. notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with such injury;
(4) iv. neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Holder which shall continue to apply in favour of the Holder or Holders who have acquired such Notes from such deceased or bankrupt Holder;
(5) v. the bankruptcy of the Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07;
(6) vi. so long as any Notes remain outstanding, (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx Holder and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; and
(7) vii. except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders on such amounts.
Appears in 2 contracts
Samples: Indenture (Quebecor Media Inc), Indenture (Quebecor Media Inc)
Fondé de Pouvoir. The Trustee For greater certainty and without limiting the power of the Agent hereunder or under any other Loan Document, the Borrower hereby agrees acknowledges, on its own behalf and on behalf of each of its Subsidiaries, that for the purposes of holding any security granted by the Borrower or any Subsidiary of the Borrower pursuant to the laws of the Province of Quebec to secure payment of any bond or debenture issued by the Borrower or any Subsidiary of the Borrower, the Agent is hereby appointed to act as the fondé de pouvoir (holder of person holding the power of attorneyattorney (fondé de pouvoir) for the Holders pursuant to Article 2692 of the Notes Civil Code of Quebec to act on behalf of each of the debentureholders or bondholders, and each of the Lenders hereby confirms and agrees to such appointment. Each Person who is or becomes a Lender and each assignee holder of any debenture or bond issued by the Borrower or any Subsidiary of the Borrower shall be deemed to ratify the power of attorney (fondé de pouvoir) granted to the extent necessary or desirable for Agent hereunder, by its execution of an Assignment and Assumption. The Agent agrees to act in such capacity. Each party hereto agrees that, notwithstanding Section 32 of An Act respecting the purposes special powers of this Indenture and each Holder by receiving and holding legal persons (Quebec), the Notes accepts and confirms the appointment of the Trustee Agent, as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereofpouvoir, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders hereunder) and subject to any applicable law of public order, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that:
(1) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability;
(2) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not also be entitled to receive from act as a debentureholder or bondholder and to acquire and/or be the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement pledgee of any costsdebentures, expenses, liabilities, disbursements or advances Incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver bonds or other action given titles of indebtedness to be issued under any deed of hypothec executed by or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason on behalf of the performance Borrower or any Subsidiary of the Borrower. The Borrower hereby acknowledges, on its own behalf and on behalf of each of its rightsSubsidiaries, powersthat the said debentures or bonds constitute titles of indebtedness, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) as such term is used in connection with such injury;
(4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Holder which shall continue to apply in favour Article 2692 of the Holder or Holders who have acquired such Notes from such deceased or bankrupt Holder;
(5) the bankruptcy Civil Code of the Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07;
(6) so long as any Notes remain outstanding, (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; and
(7) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders on such amountsQuebec.
Appears in 1 contract
Fondé de Pouvoir. The Trustee hereby agrees to act as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes to the extent necessary or desirable for the purposes of this Indenture and each Holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders hereunder) and subject to any applicable law of public order, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that:
(1) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour favor of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability;
(2) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with such injury;
(4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Holder which shall continue to apply in favour favor of the Holder or Holders who have acquired such Notes from such deceased or bankrupt Holder;
(5) the bankruptcy of the Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07;
(6) so long as any Notes remain outstanding, (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; and
(7) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders on such amounts.
Appears in 1 contract
Samples: Indenture (Videotron Ltee)
Fondé de Pouvoir. The Note Trustee hereby agrees to act as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes Noteholders to the extent necessary or desirable for the purposes of this Indenture and each Holder holder by receiving and holding the Notes accepts and confirms the appointment of the Note Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the CompanyCorporation, the Note Trustee and the Holders Noteholders hereunder) and subject to any applicable law of public order, the Note Trustee and the Company Corporation hereby agree with regards to the Note Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders holders hereunder and each Holder holder by receiving and holding same agrees with the Company Corporation and the Note Trustee that:
(1a) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes Noteholders pursuant to this Indenture, relating thereto, no Holder holder shall be liable to third parties for acts performed by the Note Trustee (or any other person appointed by the Note Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Note Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Note Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Note Trustee (or any such person) may have hereunder or under any applicable law against the Company Corporation or any other person (other than a Holderholder) in connection with any such liability;
(2b) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes Noteholder pursuant to this Indenture, the Note Trustee shall not be entitled to receive from the Holders Noteholders any remuneration or compensation for any services rendered by the Note Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred incurred or made by the Note Trustee in accordance with any provision of this Indenture or interest thereon;
(3c) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes Noteholders pursuant to this Indenture, relating thereto, no Holder Noteholder shall be liable to compensate the Note Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Note Trustee may have hereunder or under any applicable law against the Company Corporation or any other person (other than a HolderNoteholder) in connection with such injury;
(4d) neither the death nor bankruptcy of a Holder Noteholder shall terminate the Note Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Holder Noteholder which shall continue to apply in favour of the Holder Noteholder or Holders Noteholders who have acquired such Notes from such deceased or bankrupt HolderNoteholder;
(5e) the bankruptcy of the Note Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Note Trustee appointed in accordance with the provisions of Section 7.07;15.2; and
(6f) so long as any Notes remain outstanding, (i) each Holder Noteholder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx Noteholder and the Note Trustee hereunder and (ii) the Note Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; and
(7) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders on such amounts15.2.
Appears in 1 contract
Fondé de Pouvoir. The Trustee hereby agrees to act as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes to the extent necessary or desirable for the purposes of this Indenture and each Holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders hereunder) and subject to any applicable law of public order, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that:
(1) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability;
(2) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with such injury;
(4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Holder which shall continue to apply in favour of the Holder or Holders who have acquired such Notes from such deceased or bankrupt Holder;
(5) the bankruptcy of the Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07;
(6) so long as any Notes remain outstanding, (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx Xxxxxx and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; and
(7) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders on such amounts.
Appears in 1 contract
Samples: Indenture (Videotron Ltee)
Fondé de Pouvoir. The Trustee Without prejudice to the foregoing paragraph, each Credit Party hereby agrees to act irrevocably designates and appoints the Agent as the fondé de pouvoir (holder of person holding the power of attorneyattorney (fondé de pouvoir) of the Credit Parties as contemplated under Article 2692 of the Civil Code of Quebec, to enter into, to take and to hold on their behalf, and for their benefit, a deed of hypothec ("Deed of Hypothec") to be executed by any Borrower or Guarantor (as the case may be) under the laws of the Province of Quebec and creating a Lien on such Borrower's or Guarantor's Collateral located in such Province and to exercise such powers and duties which are conferred upon the Agent under such deed. Each Credit Party hereby additionally designates and appoints the Agent as agent for and on behalf of each of them (i) to hold and to be the sole registered holder of any debenture ("Debenture") issued under the Deed of Hypothec, the whole notwithstanding Section 32 of the Act respecting the special powers of legal persons (Quebec) or any other applicable law, and (ii) to enter into, to take and to hold on their behalf, and for their benefit, a Pledge of Debenture agreement ("Debenture Pledge") to be executed by such Borrower or Guarantor under the laws of the Province of Quebec and creating a Lien on the Debenture as security for the Holders payment and performance of the Notes obligations set forth therein. In this respect, (a) the Agent shall keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by the Debenture Pledge, owing to the extent necessary or desirable Persons for and on behalf of whom the purposes of this Indenture Debenture is so held from time to time, and (b) each Holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder Credit Party will be entitled to the extent necessary for benefits of any collateral charged under the purposes hereof Deed of Hypothec and the Debenture Pledge and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. The Agent, in such aforesaid capacities shall (x) have the sole and subject exclusive right and authority to the provisions hereofexercise, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders hereunder) and subject to any applicable law of public order, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that:
(1) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed specifically restricted by the Trustee (or any other person appointed by terms hereof, all rights and remedies given to the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability;
(2) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with such injury;
(4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder Agent with respect to the Notes held collateral under the Deed of Hypothec and Debenture Pledge, applicable law or otherwise, and (y) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by such Holder which the Credit Parties. Any Person who becomes a Credit Party shall continue be deemed to apply in favour have consented to and confirmed the Agent as the person holding the power of attorney (fondé de pouvoir) and as the agent as aforesaid and to have ratified, as of the Holder date it becomes a Credit Party, all actions taken by the Agent in such capacities. The Agent shall be entitled to delegate from time to time any of its powers or Holders who have acquired duties under the Deed of Hypothec and the Debenture Pledge to any Person and on such Notes terms and conditions as the Agent may determine from such deceased or bankrupt Holder;
(5) the bankruptcy time to time. The general administration of the Trustee Loan Documents shall not terminate be by the Agent in its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with various capacities. Each Credit Party hereby irrevocably authorizes the provisions of Section 7.07;
(6) so long as any Notes remain outstanding, Agent (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx and enter into the Trustee hereunder Loan Documents to which it is a party, and (ii) at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers and such trusts (in the case of the Agent in its capacity as Security Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance the Foreign Security Documents, as applicable) under the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with the provisions of Section 7.07; and
(7) all powers reasonably incidental thereto. The Agent shall have no duties or responsibilities except as otherwise expressly provided herein or set forth in this Agreement and the other Loan Documents, nor shall it have any requestfiduciary relationship (save, demandin the case of the Agent in its capacity as Security Trustee, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance extent of its duties hereunder nor pay limited role as trustee as required under any interest to applicable Foreign Security Documents) with any other Credit Party, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Holders on such amountsLoan Documents or otherwise exist against the Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Gerber Scientific Inc)
Fondé de Pouvoir. The Trustee Without prejudice to the other provisions hereof, each Loan Party hereby agrees to act irrevocably designates and appoints the Agent as the fondé de pouvoir (holder of person holding the power of attorneyattorney (fondé de pouvoir) of the Lenders and the Issuing Bank (each a “Credit Party”) as contemplated under Article 2692 of the Civil Code of Quebec, to enter into, to take and to hold on their behalf, and for their benefit, a deed of hypothec (“Deed of Hypothec”) to be executed by any Borrower or Guarantor (as the case may be) under the laws of the Province of Quebec and creating a Lien on such Borrower’s or Guarantor’s Collateral located in such Province and to exercise such powers and duties which are conferred upon the Agent under such deed. Each Credit Party hereby additionally designates and appoints the Agent as agent for and on behalf of each of them (i) to hold and to be the sole registered holder of any debenture (“Debenture”) issued under the Deed of Hypothec, the whole notwithstanding Section 32 of the Act respecting the special powers of legal persons (Quebec) or any other applicable law, and (ii) to enter into, to take and to hold on their behalf, and for their benefit, a Pledge of Debenture agreement (“Debenture Pledge”) to be executed by such Borrower or Guarantor under the laws of the Province of Quebec and creating a Lien on the Debenture as security for the Holders payment and performance of the Notes obligations set forth therein. In this respect, (a) the Agent shall keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by the Debenture Pledge, owing to the extent necessary or desirable Persons for and on behalf of whom the purposes of this Indenture Debenture is so held from time to time, and (b) each Holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder Credit Party will be entitled to the extent necessary for benefits of any collateral charged under the purposes hereof Deed of Hypothec and the Debenture Pledge and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. The Agent, in such aforesaid capacities shall (x) have the sole and subject exclusive right and authority to the provisions hereofexercise, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders hereunder) and subject to any applicable law of public order, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that:
(1) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed specifically restricted by the Trustee (or any other person appointed by terms hereof, all rights and remedies given to the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability;
(2) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with such injury;
(4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder Agent with respect to the Notes held collateral under the Deed of Hypothec and Debenture Pledge, applicable law or otherwise, and (y) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by such Holder which the Credit Parties. Any Person who becomes a Credit Party shall continue be deemed to apply in favour have consented to and confirmed the Agent as the person holding the power of attorney (fondé de pouvoir) and as the agent as aforesaid and to have ratified, as of the Holder date it becomes a Credit Party, all actions taken by the Agent in such capacities. The Agent shall be entitled to delegate from time to time any of its powers or Holders who have acquired duties under the Deed of Hypothec and the Debenture Pledge to any Person and on such Notes terms and conditions as the Agent may determine from such deceased or bankrupt Holder;
(5) the bankruptcy time to time. The general administration of the Trustee Loan Documents shall not terminate be by the Agent in its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with various capacities. Each Credit Party hereby irrevocably authorizes the provisions of Section 7.07;
(6) so long as any Notes remain outstanding, Agent (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx and enter into the Trustee hereunder Loan Documents to which it is a party, and (ii) at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers and such trusts (in the case of the Agent in its capacity as Security Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance under the Foreign Security Documents, as applicable) under the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with the provisions of Section 7.07; and
(7) all powers reasonably incidental thereto. The Agent shall have no duties or responsibilities except as otherwise expressly provided herein or set forth in this Agreement and the other Loan Documents, nor shall it have any requestfiduciary relationship (save, demandin the case of the Agent in its capacity as Security Trustee, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance extent of its duties hereunder nor pay limited role as trustee as required under any interest to applicable Foreign Security Documents) with any other Credit Party, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Holders on such amountsLoan Documents or otherwise exist against the Agent.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Gerber Scientific Inc)
Fondé de Pouvoir. The Trustee hereby agrees to act as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes to the extent necessary or desirable for the purposes of this Indenture and each Holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders hereunder) and subject to any applicable law of public order, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that::
(1) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour favor of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability;
(2) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with such injury;
(4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Holder which shall continue to apply in favour favor of the Holder or Holders who have acquired such Notes from such deceased or bankrupt Holder;;
(5) the bankruptcy of the Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07;
(6) so long as any Notes remain outstanding, (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx Holder and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; and
(7) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders on such amounts..
Appears in 1 contract
Samples: Indenture (Videotron Ltee)
Fondé de Pouvoir. The Trustee hereby agrees to act as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes to the extent necessary or desirable for the purposes of this Indenture and each Holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to To the extent necessary for the purposes hereof of this Trust Deed and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 Clause 7 hereof, (a) the Bond Trustee hereby agrees to act as the hypothecary representative (“fondé de pouvoir”) within the meaning of article 2692 of the Civil Code of Quebec (as amended) for the Covered Bondholders, the Receiptholders, the Couponholders or any other Secured Creditor for the purposes of any hypothecary security to be granted by the Guarantor under the laws of the Province of Quebec and, in such capacity, the Bond Trustee shall hold the hypothecs granted under the laws of the Province of Quebec as such hypothecary representative in the exercise of the rights conferred thereunder and (b) each Covered Bondholder, Receiptholder and Couponholder, by receiving and holding the Covered Bonds, and each other Secured Creditor, by becoming party to any Transaction Document, accepts, confirms and ratifies the appointment of the Bond Trustee as its hypothecary representative as contemplated in this IndentureClause. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the CompanyIssuer, the Trustee Guarantor, the Bond Trustee, the Covered Bondholders, the Receiptholders, the Couponholders and the Holders any other Secured Creditor hereunder) and subject to any applicable law of public order, the Trustee Bond Trustee, the Issuer and the Company Guarantor hereby agree with regards to the Bond Trustee so acting as fondé de pouvoir (holder hypothecary representative of the power of attorney) of Covered Bondholders, the Holders hereunder Receiptholders, the Couponholders and the other Secured Creditors and each Holder such Secured Creditor, by receiving and holding same Covered Bonds or by becoming party to any Transaction Document, agrees with the Company Issuer, the Guarantor and the Bond Trustee that:
(1) 19.1 notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes the Covered Bondholders, the Receiptholders, the Couponholders or any other Secured Creditor pursuant to this IndentureTrust Deed, relating thereto, no Holder Covered Bondholder, Receiptholder, Couponholder or other Secured Creditor shall be liable to third parties for acts performed by the Bond Trustee (or any other person appointed by the Bond Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture Trust Deed or for injury caused to such parties by the fault of the Bond Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Bond Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Bond Trustee (or any such person) may have hereunder or under any applicable law against the Company Issuer or the Guarantor or any other person (other than a HolderCovered Bondholder, Receiptholder, Couponholder or any other Secured Creditor) in connection with any such liability;
(2) 19.2 except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes the Covered Bondholders, the Receiptholders the Couponholders pursuant to this IndentureTrust Deed, the Bond Trustee shall not be entitled to receive from the Holders such holders any remuneration or compensation for any services rendered by the Bond Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred incurred or made by the Bond Trustee in accordance with any provision of this Indenture Trust Deed or interest thereon;
(3) 19.3 notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes the Covered Bondholders, the Receiptholders, the Couponholders or the other Secured Creditors pursuant to this IndentureTrust Deed, relating thereto, no Holder such Secured Creditor shall be liable to compensate the Bond Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Bond Trustee may have hereunder or under any applicable law against the Company Issuer, the Guarantor or any other person (other than a HolderCovered Bondholder, Receiptholder, Couponholder or any other Secured Creditor) in connection with such injury;
(4) 19.4 neither the death nor bankruptcy of a Holder Covered Bondholder, Receiptholder, Couponholder or other Secured Creditor shall terminate the Bond Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes Covered Bonds held by such Holder holder which shall continue to apply in favour of the Holder Covered Bondholders, Receiptholders, Couponholders or Holders other Secured Creditors who have acquired such Notes Covered Bonds from such deceased or bankrupt Holder;Covered Bondholder, Receiptholder, Couponholder or Secured Creditor.
(5) 19.5 the bankruptcy of the Bond Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Bond Trustee appointed in accordance with the provisions of Section 7.07Clause 26 hereof;
(6) 19.6 so long as any Notes Covered Bonds remain outstanding, (i) each Holder Covered Bondholder, Receiptholder, Couponholder and each other Secured Creditor hereby renounces its right to revoke any mandate relationship created between such Hxxxxx Secured Creditor and the Bond Trustee hereunder and (ii) the Bond Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; andsub-clause 15.1.15;
(7) 19.7 except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes Covered Bondholders, Receiptholders, Couponholders or other Secured Creditor pursuant to this IndentureTrust Deed, the Bond Trustee shall not be obliged to render any account to the Holders any such holders nor return to the Holders any such holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders any such holders on such amounts; and
19.8 notwithstanding the provisions of Section 32 of An Act Respecting the Special Powers of Legal Persons (Quebec), the fondé de pouvoir (person holding the power of attorney) of the Covered Bondholders, Receiptholders, Couponholders or other Secured Creditor in whose favour a hypothec securing any of the Covered Bonds or any bond, debenture or other title of indebtedness issued under any such hypothec is granted may (but need not) be a Covered Bondholder, Receiptholder, Couponholder or other Secured Creditor.”
Appears in 1 contract
Samples: Trust Deed
Fondé de Pouvoir. The Trustee In addition to and without prejudice to Section 12.6 hereof, each Lender hereby agrees irrevocably appoints and authorizes the Agent (and any successor acting as the Agent) to act as the fondé de pouvoir (holder of person holding the power of attorneyattorney (in such capacity, the “Fondé de pouvoir”) for the Holders of each Lender as contemplated under Article 2692 of the Notes Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by SunOpta Inc. as well as any other party that is or may in the future become a party hereto as a Borrower or Obligor and in respect of which a security is required to be taken under the Civil Code of Quebec (a “Hypothec”), and to exercise such powers and duties which are conferred upon the Fondé de pouvoir under each Hypothec. Moreover, each Lender hereby irrevocably appoints and authorizes the Agent (and any successor acting as the Agent) (in such capacity, the “Custodian”) to act as agent and custodian for and on behalf of the Lenders to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other Applicable Law. In this respect, (i) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Lender, and (ii) each Lender will be entitled to the extent necessary or desirable for benefits of any collateral covered by any Hypothec and will participate in the purposes proceeds of this Indenture and each Holder by receiving and holding realization of any such collateral, the Notes accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and whole in accordance with and subject to the provisions terms hereof, including with respect to and in connection with . Each of the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee Fondé de pouvoir and the Holders hereunderCustodian shall (a) and subject to any applicable law of public orderexercise, the Trustee and the Company hereby agree with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of the Holders hereunder and each Holder by receiving and holding same agrees with the Company and the Trustee that:
(1) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with any such liability;
(2) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any requestthe terms hereof, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which and remedies given to the Trustee may have hereunder or under any applicable law against Fondé de pouvoir and the Company or any other person Custodian (other than a Holderas applicable) in connection with such injury;
(4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by such Holder which shall continue the Lenders, and (c) be entitled to apply in favour delegate from time to time any of the Holder or Holders who have acquired such Notes from such deceased or bankrupt Holder;
(5) the bankruptcy of the Trustee shall not terminate its rights, powers, trusts powers or duties hereunder provided that under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise and on such rightsterms and conditions as it may determine from time to time. Any person who becomes a Lender, powersfor itself and on behalf of its Affiliates referred to above, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07;
(6) so long as any Notes remain outstanding, shall be deemed to have consented to and confirmed: (i) each Holder hereby renounces its right the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to revoke any mandate relationship created between such Hxxxxx have ratified, as of the date it becomes a Lender, all actions taken by the Fondé de pouvoir as the person holding the power of attorney as aforesaid and the Trustee hereunder to have ratified; and (ii) the Trustee hereby agrees that Custodian as the agent and custodian as aforesaid and to have ratified, as the date it will not revoke any such mandate relationship except through becomes a resignation pursuant to and in compliance with the provisions of Section 7.07; and
(7) except as otherwise expressly provided herein or in any requestLender, demand, authorization, direction, notice, consent, waiver or other action given or all actions taken by Holders of Notes pursuant the Custodian in such capacity. The Agent accepts the foregoing appointment as Fondé de pouvoir and Custodian and agrees to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received act in the performance of its duties hereunder nor pay any interest to the Holders on such amountscapacities.
Appears in 1 contract
Samples: Credit Agreement (SunOpta Inc.)
Fondé de Pouvoir. The To the extent the Trustee hereby agrees to act acts as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes Securities and to the extent necessary or desirable for the purposes of this Indenture and Indenture, each Holder of Securities by receiving and holding the Notes same accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the CompanyCorporation, the Trustee and the Holders Securityholders hereunder) and subject to any applicable law of public order, the Trustee and the Company it is hereby agree agreed as follows with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of for the Holders Securityholders hereunder and each Holder of Securities by receiving and holding same agrees with the Company Corporation and the Trustee that:
(1a) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver an Extraordinary Resolution or other action given Securityholders’ Resolution, resolution, written instrument, request or taken by direction of any of the Holders of Notes Securities pursuant to this Indenture, relating thereto, no Holder Securityholder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts duties, trusts, obligations or duties responsibilities hereunder) during the exercise of its rights, powers and trusts and the performance of its duties duties, obligations and responsibilities under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company Corporation or any other person (other than a HolderSecurityholder) in connection with any such liability;
(2b) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver an Extraordinary Resolution or other action given Securityholders’ Resolution, resolution, written instrument, request or taken by direction of any of the Holders of Notes Securities pursuant to this Indenture, relating thereto, the Trustee shall not be entitled to receive from the Holders Securityholders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, relating thereto, no Holder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a Holder) in connection with such injury;
(4) neither the death nor bankruptcy of a Holder shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such Holder which shall continue to apply in favour of the Holder or Holders who have acquired such Notes from such deceased or bankrupt Holder;
(5) the bankruptcy of the Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07;
(6) so long as any Notes remain outstanding, (i) each Holder hereby renounces its right to revoke any mandate relationship created between such Hxxxxx and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 7.07; and
(7) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by Holders of Notes pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders nor return to the Holders any amounts which it has received in the performance of its duties hereunder nor pay any interest to the Holders on such amounts.
Appears in 1 contract
Samples: Trust Indenture (Bce Inc)
Fondé de Pouvoir. The Trustee hereby agrees to act as the fondé de pouvoir (holder of the power of attorney) for the Holders of the Notes Debentures to the extent necessary or desirable for the purposes of this Indenture and each Holder of Debentures by receiving and holding the Notes same accepts and confirms the appointment of the Trustee as fondé de pouvoir (holder of the power of attorney) of such Holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Article 10 of this Indenture. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Company, the Trustee and the Holders Debentureholders hereunder) and subject to any applicable law of public order, the Trustee and the Company it is hereby agree agreed as follows with regards to the Trustee so acting as fondé de pouvoir (holder of the power of attorney) of for the Holders Debentureholders hereunder and each Holder of Debentures by receiving and holding same agrees with the Company and the Trustee that:
(1) notwithstanding any other provision hereof and except as may be otherwise set forth in any requestan Extraordinary Resolution, demand, authorization, direction, notice, consent, waiver Debentureholders’ Request or other action given resolution, written instrument, request or taken by direction of any of the Holders of Notes Debentures pursuant to this Indenture, relating thereto, no Holder Debentureholder shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts duties, trusts, obligations or duties responsibilities hereunder) during the exercise of its rights, powers and trusts and the performance of its duties duties, obligations and responsibilities under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such person) may have hereunder or under any applicable law against the Company or any other person (other than a HolderDebentureholder) in connection with any such liability;
(2) except as otherwise expressly provided herein or in any requestan Extraordinary Resolution, demand, authorization, direction, notice, consent, waiver Debentureholders’ Request or other action given resolution, written instrument, request or taken by direction of any of the Holders of Notes Debentures pursuant to this Indenture, the Trustee shall not be entitled to receive from the Holders Debentureholders any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances Incurred incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon;
(3) notwithstanding any other provision hereof and except as may be otherwise set forth in any requestan Extraordinary Resolution, demand, authorization, direction, notice, consent, waiver Debentureholders’ Request or other action given resolution, written instrument, request or taken by direction of any of the Holders of Notes Debentures pursuant to this Indenture, relating thereto, no Holder Debentureholder shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts duties, trusts, obligations or duties responsibilities hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Company or any other person (other than a HolderDebentureholder) in connection with such injury;
(4) neither Neither the death nor bankruptcy of a Holder Debentureholder shall terminate the Trustee’s rights, powers, trusts duties, trusts, obligations or duties responsibilities hereunder with respect to the Notes Debentures held by such Holder Debentureholder which shall continue to apply in favour of the Holder or Holders who have acquired such Notes from Debentures form such deceased or bankrupt HolderDebentureholder;
(5) the bankruptcy of the Trustee shall not terminate its rights, powers, trusts duties, trusts, obligations or duties responsibilities hereunder provided that such rights, powers, trusts or duties duties, trusts, obligations and responsibilities are assumed by a successor Trustee appointed in accordance with the provisions of Section 7.07section 13.08;
(6) so long as any Notes Debentures remain outstanding, (i) each Holder Debentureholder hereby renounces to its right to revoke any mandate relationship created between such Hxxxxx Holder and the Trustee hereunder and (ii) the Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and an in compliance with the provisions of Section 7.07; andsection 13.08;
(7) except as otherwise expressly provided herein or in any requestan Extraordinary Resolution, demand, authorization, direction, notice, consent, waiver Debentureholders’ Request or other action given resolutions written instrument, request or taken by direction of any of the Holders of Notes Debentures pursuant to this Indenture, the Trustee shall not be obliged to render any account to the Holders Debentureholders nor return to the Holders Debentureholders any amounts which it has received in the performance of its duties rights, powers, duties, trusts, obligations and responsibilities hereunder nor pay any interest to the Holders Debentureholders on such amounts.
Appears in 1 contract
