Powers and Duties of the Trustees Sample Clauses

Powers and Duties of the Trustees. (a) While this Trust Agreement is in effect and until the Shares are withdrawn from the Trust as hereinafter provided, the Trustees, in their unrestricted discretion, in person, by proxy or by written consent, shall have the sole and unqualified right and power to vote the Shares for the election of any person or persons as directors of the Company, and to act in connection with the voting of the Shares in the same manner and to the same extent as if they were the absolute owner thereof in their own right. On all other proposals or matters which are required to be or which shall be submitted for a vote of the Company's Capital Stock, the Trustees shall be entitled to vote the Shares, for or against such proposal or matter, or to refrain from voting, as they in their sole discretion shall determine. (b) Except as otherwise provided in Section 9 hereof, the decision of the Trustees as to the voting of the Shares in each case must be determined as follows: If there are two Trustees acting hereunder, the decision must be unanimous. If there are three Trustees acting hereunder, the decision must be approved by at least two out of the three Trustees. If there are four Trustees acting hereunder, the decision must be approved by at least three out of the four Trustees. Any two Trustees, after such decision has been made by the Trustees as above provided, shall be duly authorized to sign any and all proxies and consents or attend meetings of stockholders to vote the Shares on behalf of the Trustees. Any proxy, written consent or other document signed by at least two Trustees shall be conclusive evidence to the Company and any and all persons not parties to the Trust Agreement that such action has been duly authorized under the Trust Agreement and no such person may inquire into the authority of a Trustee or the Trustees to act hereunder. The decision of a Trustee acting hereunder may be communicated orally to the other Trustees but shall be confirmed in writing to the other Trustees. A Trustee, who determines that he or she will be unavailable to participate in a decision by the Trustees to vote on a particular matter or attend a particular meeting, may execute a written proxy or power-of- attorney authorizing another Trustee, a Stockholder or a spouse of a Family Trustee or Stockholder to act for him or her hereunder with respect to the particular matter or meeting. (c) The Trustees shall request the Company to send proxy statements, quarterly and annual reports a...
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Powers and Duties of the Trustees. 5.1 The Trustees shall be responsible for the general supervision of the operation of the Plan, and shall conduct the business and activities of the Plan in accordance with this Trust Agreement and applicable law. 5.2 The Trustees may employ Plan executives and other employees and administrative service providers who will carry out the policies and rules adopted by the Trustees.
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Powers and Duties of the Trustees. To accomplish the purposes of the Trust, and subject to the provisions and limitations otherwise provided in this Trust Indenture, the Trustees shall have, in addition to the usual powers incident to their office and the powers granted to them in other parts of this Trust Indenture, the following rights, powers, duties, authority, discretion and privileges, all of which may be exercised by them without any order or authority from any court. (1) To hold, manage, operate and develop the Zoo, including the premises, buildings, equipment and zoological collection, in such manner as will, in the opinion of the Trustees, best serve the interest of the City, except that the Trustees must have the approval of the City Council to make any capital improvements to the land or buildings. (2) To hire and discharge its employees as may be required in the management, operation and development of the Zoo, said employees to have all rights and privileges enjoyed by City employees so far as legally permissible. Retirement and other employee benefits equal or superior to those applicable to City employees shall be provided by the Trustees. (3) To operate or provide for the operation of such concessions within the premises of this Agreement as may be useful or incidental to the operation of a Zoological Park and to receive and apply the net proceeds thereof solely to the management, operation and development of the Zoo, provided, however, that this provision is subject to any contracts existing upon the date of execution of this Indenture. (4) To maintain insurance, naming the Trust, Trustor, and City as co-insured, insuring the parties against loss or claim for loss or damage by virtue of personal injury or property damage to third persons arising out of the operation of the Zoo or other facility in an amount and coverage of $500,000.00 each person and $l,000,000.00 each accident, and to maintain Xxxxxxx'x Compensation Insurance covering all statutory liability with regard to its employees. (5) To request the City Council, from time to time, to provide for the making of capital improvements when, in the judgment of the Society, such improvements are necessary or desirable for the development of the Zoo and are consistent with the masterplanning as approved. (6) To enter into contracts for the acquisition, construction, enlargement and improvement of buildings, works, and facilities authorized to be acquired and constructed, enlarged and improved, pursuant to the terms of thi...
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Powers and Duties of the Trustees. The Trustees are hereby empowered, in addition to any other power as set forth herein or conferred by law, but subject always to the powers, duties and responsibilities expressly reserved to the Sponsor Board under the Funding Agreement and the Sponsors Agreement, including, without limitation, under Article 6.3 thereof, as follows: (a) to administer and invest the Pension Plan and the Fund for the benefit of the Members and other beneficiaries, as the case may be, subject to the terms of this Trust Agreement and the Pension Plan, and the requirements of applicable federal and provincial legislation; (b) subject to the direction from the Sponsor Board in accordance with the Sponsors Agreement, to create and administer a written statement of investment policies and procedures for the Fund, with respect to the allocation and asset classes of the assets of the Fund (“Statement of Investment Policies and Procedures”); (c) to use all reasonable means to collect and receive all Contributions due to the Fund, and shall, promptly after receipt, deposit such Contributions in an account in an appropriate Canadian financial institution for the Fund; (d) to adopt such procedures, policies, by-laws, rules and regulations necessary for the carrying out of their trusts and other duties, consistent with the provisions of the Sponsors Agreement, this Trust Agreement, the Pension Plan and the requirements of applicable provincial and federal legislation; (e) to establish committees, including an investment committee, necessary for the carrying out of their trusts and other duties, consistent with the provisions of the Sponsors Agreement, this Trust Agreement, the Pension Plan and the requirements of applicable provincial and federal legislation. The Trustees may determine the composition, duties, responsibilities, limitations and operating procedures of those committees provided that such committees shall consist of an equal number of appointees of the Employer and Unions, or their respective Trustees. The Trustees may appoint persons other than the Trustees to a committee and set the terms of appointment to the committee that applies to those persons; (f) to enter into agreements with a bank, trust company, insurance company, credit union or investment manager, selected by the Trustees, for the purpose of providing investment management or advice, or for the purpose of acting as a depository or custodian for safekeeping of assets of the Fund, or for any other purpose as th...
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Powers and Duties of the Trustees. Except as otherwise provided in Article V, and subject to the provisions of Article VI, the Trustees shall have full power and authority with respect to property held in the Trust to perform all acts, take all proceedings, and exercise all rights and privileges, whether specifically referred to or not in this document, as could be done, taken or exercised by the absolute owner, including, without limitation, the following: (a) To invest and reinvest the Assets or any part hereof in Qualified Investments pursuant to this Trust and applicable state law. (b) To place uninvested cash and cash awaiting distribution in any type of interest- bearing account including, without limitation, time certificates of deposit or interest- bearing accounts issued by a commercial bank or savings and loan association organized under the laws of the State of North Carolina or having its principal office in North Carolina; (c) To borrow money for the purposes of the Trust from any source with or without giving security; to pay interest; to issue promissory notes and to secure the repayment thereof by pledging all or any part of the Assets; (d) To take all of the following actions: to vote proxies of any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Trust; (e) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (h) To exercise all the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under applicable federal or state laws as amended from time to time, it being intended that, except as herein otherwise provided, the powers conferred upon the Trustees herein shall not be construed as being in limitation of any authority conferred by law, but shall be construed as consistent or in addition thereto.
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Powers and Duties of the Trustees. The business of the Club shall be managed by the Trustees. They may pay all expenses incurred in promoting and constituting the Club, and may exercise all such powers of the Club as are not by this Constitution required to be exercised by the Club at a General Meeting. Without limiting the generality of the aforegoing, the powers of the Trustees include, inter alia, the following:
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Powers and Duties of the Trustees. (1) The trustees shall make such structural modifications, alterations and additions to the building specified in Schedule A as they may consider necessary to make the building suitable and convenient for use as dispensary. The trustees may, now or at any time in future, demolish the building specified in Schedule A and construct a new building in its stead if they, in their discretion, think that such a course of action will better serve to fulfil the object of the trust. (2) The trustees shall employ such staff, including qualified medical practitioners, nurses, and others in an honorary capacity or on such remuneration as they consider appropriate to run the dispensary efficiently. (3) The trustees shall ensure that the dispensary is adequately stocked with medicines, injections, tonics, etc., at all times and that the working hours of the dispensary are so regulated as to suit the convenience of the villagers to the extent possible. (4) The treatment of patients at the dispensary shall be absolutely free and without discrimination as to sex, nationality, religion, caste, creed, language or any other cause. (5) The trustees may accept donations to the trust from well-wishers, either in cash or in kind, including equipment, furniture, appliances, etc., so however that these are added to the trust fund and used only for purposes of the trust. (6) The income of the trust shall be used to defray the expenses of the trust in running the dispensary. Where such income is insufficient to meet the expenses, the trustees may use such portion of the corpus of the trust fund for the purpose, as may be found necessary. (7) Where the income of the trust exceeds the expenditure of the trust, such excess may be added to the trust fund. (8) The trustees shall have the power to borrow money on security of the trust property and to alienate any part of the trust property for necessary purpose. (9) The trustees may invest the trust funds in Government securities, deposits with banks, post office, Government companies, etc. They shall not, however, invest the trust funds in shares or in business of any kind or with any private individual or organisation.
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Powers and Duties of the Trustees. While this Trust Agreement is in effect and until the Deposited Shares are withdrawn from the Trust as hereinafter provided, the Trustee, in person, by proxy or by written consent, shall have the sole and unqualified right and power to vote the Deposited Shares for the election of any person or persons as directors of the Company, and to act in connection with the voting of the Deposited Shares in the same manner and to the same extent, and subject to all applicable restrictions in respect of voting as expressed in the Company’s Bylaws and in the Stock Agreement, as if he were the absolute owner thereof in his own right. On all proposals or matters which are required to be or which shall be submitted for a vote of the Company’s voting Common Stock other than the election of directors, the Trustee shall be entitled to vote the Deposited Shares, for or against such proposal or matter, or to refrain from voting, as he in his sole discretion shall determine.
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Powers and Duties of the Trustees 
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Related to Powers and Duties of the Trustees

  • Powers and Duties of the Trustee (a) This Guarantee Agreement shall be held by the Trustee for the benefit of the Holders, and the Trustee shall not transfer this Guarantee Agreement to any Person except the Trustee shall assign rights hereunder to a Holder to the extent such assignment is necessary to exercise such Holder's rights pursuant to Section 5.04 or to a Successor Trustee upon acceptance by such Successor Trustee of its appointment to act as Successor Trustee. The right, title and interest of the Trustee shall automatically vest in any Successor Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Trustee. (b) If an Event of Default has occurred and is continuing, the Trustee shall enforce this Guarantee Agreement for the benefit of the Holders. (c) The Trustee, before the occurrence of any Event of Default and after the curing or waiving of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.06), the Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Guarantee Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Guarantee Agreement; and (iv) no provision of this Guarantee Agreement shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

  • Powers and Duties of Trustees Section 3.1 General 6 Section 3.2 Investments 6 Section 3.3 Legal Title 7 Section 3.4 Issuance and Repurchase of Shares 7 Section 3.5 Borrow Money or Utilize Leverage 7 Section 3.6 Delegation; Committees 7 Section 3.7 Collection and Payment 8 Section 3.8 Expenses 8 Section 3.9 By-Laws 8 Section 3.10 Miscellaneous Powers 8 Section 3.11 Further Powers 8

  • POWERS AND DUTIES OF CUSTODIAN As custodian, the Custodian shall have and perform the powers and duties set forth in this Article II. Pursuant to and in accordance with Article IV hereof, the Custodian may appoint one or more Subcustodians (as hereinafter defined) to exercise the powers and perform the duties of the Custodian set forth in this Article II and references to the Custodian in this Article II shall include any Subcustodian so appointed.

  • POWERS AND DUTIES OF DIRECTORS Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

  • Powers and Duties of the Guarantee Trustee (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except a Holder exercising his or her rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders. (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement; and (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement; (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

  • Powers and Duties Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

  • Duties of the Trust (a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time. (b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act. (c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units. (d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales. The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust. (e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market. (f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.

  • Duties of the Trustee The Trustee, before the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. The Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order, or other instrument. No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that, unless an Event of Default known to the Trustee has occurred and is continuing, (a) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of the duties and obligations specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, and the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (b) the Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it is finally proven that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of Certificates relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement.

  • Duties of Trustees (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it which are specifically required to be furnished to it pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any such certificate, statement, opinion, report, or other order or instrument furnished by the Company or Servicer to the Trustee pursuant to this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Delaware Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, (ii) Neither the Trustee nor the Delaware Trustee shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Delaware Trustee, and, in the absence of bad faith on the part of the Trustee or the Delaware Trustee, such trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to such trustee and conforming to the requirements of this Agreement; and (iii) Neither the Trustee nor the Delaware Trustee shall be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% relating to the time, method and place of conducting any proceeding for any remedy available to such trustee, or relating to the exercise of any trust or power conferred upon such trustee under this Agreement. (d) Within ten Business Days after the occurrence of any Event of Default known to the Trustee, the Trustee shall transmit by mail to the Rating Agencies notice of each Event of Default. Within 90 days after the occurrence of any Event of Default known to the Trustee, the Trustee shall transmit by mail to all Certificateholders (with a copy to the Rating Agencies) notice of each Event of Default, unless such Event of Default shall have been cured or waived; provided, however, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the best interests of the Certificateholders; and provided, further, that in the case of any Event of Default of the character specified in Section 7.01(a)(i) or Section 7.01(a)(ii), no such notice to Certificateholders or to the Rating Agencies shall be given until at least 30 days after the occurrence thereof.

  • Certain Duties and Responsibilities of the Trustee In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

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