Common use of Powers and Duties of Exchange Trustee Clause in Contracts

Powers and Duties of Exchange Trustee. The rights, powers, duties and authorities of the Exchange Trustee under this Agreement, in its capacity as Exchange Trustee, are as follows: (a) receiving and holding the Automatic Exchange and TCPL’s undertaking and covenant in relation to the Automatic Exchange as trustee and effecting the Holder’s related undertaking and covenant for and on behalf of each applicable Holder, in each case in accordance with the provisions of this Agreement; (b) acting for and on behalf of the Holders of Trust Notes — Series 2017-A to implement and make effective the undertaking and covenant of the Holders with respect to the Automatic Exchange pursuant to Section 3.3; (c) enforcing the benefit of and making effective the Automatic Exchange rights in accordance with the Trust Notes — Series 2017-A Provisions and this Agreement and, in connection therewith, receiving from Holders certificates representing Trust Notes — Series 2017-A and other requisite documents and distributing or causing to be distributed to such Holders TCPL Exchange Preferred Shares, and cheques, if any, to which such Holders may become entitled hereunder in connection with an Automatic Exchange; (d) holding and administering the Series 2017-A Trust Estate in accordance with the terms of this Agreement; (e) investing any money forming, from time to time, part of the Series 2017-A Trust Estate as provided in this Agreement; (f) subject to Article 6, taking action at the direction of any Holder to enforce the obligations of the Trust or TCPL under this Agreement; and (g) taking such other actions and doing such other things as are specifically provided for in this Agreement. In the exercise of such rights, powers, duties and authorities, the Exchange Trustee shall have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this Agreement, the Trust Notes — Series 2017-A Provisions and the TCPL Exchange Preferred Share Provisions relating to the Exchange Trustee as are reasonably required for the Exchange Trustee to carry out its duties under this Agreement. Any exercise of such discretionary rights, powers and authorities by the Exchange Trustee shall be final, conclusive and binding upon all Persons. For greater certainty, with respect to the Trust Notes — Series 2017-A and the TCPL Exchange Preferred Shares, the Exchange Trustee shall have only those duties as are set out specifically in this Agreement. The Exchange Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith with a view to the best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee, nominee and agent would exercise in comparable circumstances. The Exchange Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Exchange Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notice shall specify the default or breach desired to be brought to the attention of the Exchange Trustee, and in the absence of such notice the Exchange Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Agreement.

Powers and Duties of Exchange Trustee. The rights, powers, duties and authorities of the Exchange Trustee under this Agreement, in its capacity as Exchange Trustee, are as follows: (a) receiving and holding the Automatic Exchange and TCPL’s undertaking and covenant in relation to the Automatic Exchange as trustee and effecting the Holder’s related undertaking and covenant for and on behalf of each applicable Holder, in each case in accordance with the provisions of this Agreement; (b) acting for and on behalf of the Holders of Trust Notes — Series 20172016-A to implement and make effective the undertaking and covenant of the Holders with respect to the Automatic Exchange pursuant to Section 3.3; (c) enforcing the benefit of and making effective the Automatic Exchange rights in accordance with the Trust Notes — Series 20172016-A Provisions and this Agreement and, in connection therewith, receiving from Holders certificates representing Trust Notes — Series 20172016-A and other requisite documents and distributing or causing to be distributed to such Holders TCPL Exchange Preferred Shares, and cheques, if any, to which such Holders may become entitled hereunder in connection with an Automatic Exchange; (d) holding and administering the Series 20172016-A Trust Estate in accordance with the terms of this Agreement; (e) investing any money forming, from time to time, part of the Series 20172016-A Trust Estate as provided in this Agreement; (f) subject to Article 6, taking action at the direction of any Holder to enforce the obligations of the Trust or TCPL under this Agreement; and (g) taking such other actions and doing such other things as are specifically provided for in this Agreement. In the exercise of such rights, powers, duties and authorities, the Exchange Trustee shall have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this Agreement, the Trust Notes — Series 20172016-A Provisions and the TCPL Exchange Preferred Share Provisions relating to the Exchange Trustee as are reasonably required for the Exchange Trustee to carry out its duties under this Agreement. Any exercise of such discretionary rights, powers and authorities by the Exchange Trustee shall be final, conclusive and binding upon all Persons. For greater certainty, with respect to the Trust Notes — Series 20172016-A and the TCPL Exchange Preferred Shares, the Exchange Trustee shall have only those duties as are set out specifically in this Agreement. The Exchange Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith with a view to the best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee, nominee and agent would exercise in comparable circumstances. The Exchange Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Exchange Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notice shall specify the default or breach desired to be brought to the attention of the Exchange Trustee, and in the absence of such notice the Exchange Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Agreement.

Powers and Duties of Exchange Trustee. The rights, powers, duties and authorities of the Exchange Trustee under this Agreement, in its capacity as Exchange Trustee, are as follows: (a) receiving and holding the Automatic Exchange and TCPL’s undertaking and covenant in relation to the Automatic Exchange as trustee and effecting the Holder’s related undertaking and covenant for and on behalf of each applicable Holder, in each case in accordance with the provisions of this Agreement; (b) acting for and on behalf of the Holders of Trust Notes — Series 20172015-A to implement and make effective the undertaking and covenant of the Holders with respect to the Automatic Exchange pursuant to Section 3.3; (c) enforcing the benefit of and making effective the Automatic Exchange rights in accordance with the Trust Notes — Series 20172015-A Provisions and this Agreement and, in connection therewith, receiving from Holders certificates representing Trust Notes — Series 20172015-A and other requisite documents and distributing or causing to be distributed to such Holders TCPL Exchange Preferred Shares, and cheques, if any, to which such Holders may become entitled hereunder in connection with an Automatic Exchange; (d) holding and administering the Series 20172015-A Trust Estate in accordance with the terms of this Agreement; (e) investing any money forming, from time to time, part of the Series 20172015-A Trust Estate as provided in this Agreement; (f) subject to Article 6, taking action at the direction of any Holder to enforce the obligations of the Trust or TCPL under this Agreement; and (g) taking such other actions and doing such other things as are specifically provided for in this Agreement. In the exercise of such rights, powers, duties and authorities, the Exchange Trustee shall have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this Agreement, the Trust Notes — Series 20172015-A Provisions and the TCPL Exchange Preferred Share Provisions relating to the Exchange Trustee as are reasonably required for the Exchange Trustee to carry out its duties under this Agreement. Any exercise of such discretionary rights, powers and authorities by the Exchange Trustee shall be final, conclusive and binding upon all Persons. For greater certainty, with respect to the Trust Notes — Series 20172015-A and the TCPL Exchange Preferred Shares, the Exchange Trustee shall have only those duties as are set out specifically in this Agreement. The Exchange Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith with a view to the best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee, nominee and agent would exercise in comparable circumstances. The Exchange Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Exchange Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notice shall specify the default or breach desired to be brought to the attention of the Exchange Trustee, and in the absence of such notice the Exchange Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Agreement.

Powers and Duties of Exchange Trustee. The rights, powers, duties and authorities of the Exchange Trustee under this Agreement, in its capacity as Exchange Trustee, are as follows: (a) receiving and holding the Automatic Exchange and TCPL’s undertaking and covenant in relation to the Automatic Exchange as trustee and effecting the Holder’s related undertaking and covenant for and on behalf of each applicable Holder, in each case in accordance with the provisions of this Agreement; (b) acting for and on behalf of the Holders of Trust Notes — Series 20172019-A to implement and make effective the undertaking and covenant of the Holders with respect to the Automatic Exchange pursuant to Section 3.3; (c) enforcing the benefit of and making effective the Automatic Exchange rights in accordance with the Trust Notes — Series 20172019-A Provisions and this Agreement and, in connection therewith, receiving from Holders certificates representing Trust Notes — Series 20172019-A and other requisite documents and distributing or causing to be distributed to such Holders TCPL Exchange Preferred Shares, and cheques, if any, to which such Holders may become entitled hereunder in connection with an Automatic Exchange; (d) holding and administering the Series 20172019-A Trust Estate in accordance with the terms of this Agreement; (e) investing any money forming, from time to time, part of the Series 20172019-A Trust Estate as provided in this Agreement; (f) subject to Article 6, taking action at the direction of any Holder to enforce the obligations of the Trust or TCPL under this Agreement; and (g) taking such other actions and doing such other things as are specifically provided for in this Agreement. In the exercise of such rights, powers, duties and authorities, the Exchange Trustee shall have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this Agreement, the Trust Notes — Series 20172019-A Provisions and the TCPL Exchange Preferred Share Provisions relating to the Exchange Trustee as are reasonably required for the Exchange Trustee to carry out its duties under this Agreement. Any exercise of such discretionary rights, powers and authorities by the Exchange Trustee shall be final, conclusive and binding upon all Persons. For greater certainty, with respect to the Trust Notes — Series 20172019-A and the TCPL Exchange Preferred Shares, the Exchange Trustee shall have only those duties as are set out specifically in this Agreement. The Exchange Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith with a view to the best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee, nominee and agent would exercise in comparable circumstances. The Exchange Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Exchange Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notice shall specify the default or breach desired to be brought to the attention of the Exchange Trustee, and in the absence of such notice the Exchange Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Agreement.

Powers and Duties of Exchange Trustee. The rights, powers, duties and authorities of the Exchange Trustee under this Agreement, in its capacity as Exchange Trustee, are as follows: (a) receiving and holding the Automatic Exchange and TCPL’s 's undertaking and covenant in relation to the Automatic Exchange as trustee and effecting the Holder’s 's related undertaking and covenant for and on behalf of each applicable Holder, in each case in accordance with the provisions of this Agreement; (b) acting for and on behalf of the Holders of Trust Notes — – Series 20172022-A to implement and make effective the undertaking and covenant of the Holders with respect to the Automatic Exchange pursuant to Section 3.3; (c) enforcing the benefit of and making effective the Automatic Exchange rights in accordance with the Trust Notes — – Series 20172022-A Provisions and this Agreement and, in connection therewith, receiving from Holders certificates representing Trust Notes — – Series 20172022-A and other requisite documents and distributing or causing to be distributed to such Holders TCPL Exchange Preferred Shares, and cheques, if any, to which such Holders may become entitled hereunder in connection with an Automatic Exchange; (d) holding and administering the Series 20172022-A Trust Estate in accordance with the terms of this Agreement; (e) investing any money forming, from time to time, part of the Series 20172022-A Trust Estate as provided in this Agreement; (f) subject to Article 6, taking action at the direction of any Holder to enforce the obligations of the Trust or TCPL under this Agreement; and (g) taking such other actions and doing such other things as are specifically provided for in this Agreement. In the exercise of such rights, powers, duties and authorities, the Exchange Trustee shall have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this Agreement, the Trust Notes — – Series 20172022-A Provisions and the TCPL Exchange Preferred Share Provisions relating to the Exchange Trustee as are reasonably required for the Exchange Trustee to carry out its duties under this Agreement. Any exercise of such discretionary rights, powers and authorities by the Exchange Trustee shall be final, conclusive and binding upon all Persons. For greater certainty, with respect to the Trust Notes — – Series 20172022-A and the TCPL Exchange Preferred Shares, the Exchange Trustee shall have only those duties as are set out specifically in this Agreement. The Exchange Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith with a view to the best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee, nominee and agent would exercise in comparable circumstances. The Exchange Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Exchange Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notice shall specify the default or breach desired to be brought to the attention of the Exchange Trustee, and in the absence of such notice the Exchange Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Agreement.