Common use of Provisions for the Debenture Trustee Clause in Contracts

Provisions for the Debenture Trustee. (i) The Debenture Trustee shall perform its duties and obligations, and exercise its rights and discretions, in accordance with the provisions of this Deed, the other Debenture Documents and Laws and in keeping with the trust reposed in the Debenture Trustee by the Debenture Holders and shall further conduct itself, and comply with the provisions of all Laws. Notwithstanding anything contained in this Deed, the Debenture Trustee shall in the relation to creation of the Security, continuance of such Encumbrances, preservation and/or maintenance of the Secured Property, and the other Trust property, always ensure that it exercises such degree of care as is expected from a person of ordinary prudence to protect the interest of the Debenture Holders and to ensure that value of the Secured Property is preserved. Provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Debenture Trustee and/or the Trust created hereunder and any accretions thereto. The Debenture Trustee shall perform all the functions as required to discharge its obligations under this Deed and/or the other Debenture Documents including but not limited to the following and in relation thereto shall be provided full co-operation from the Company: (a) do all acts or deeds and take such actions as may be required to be taken by the Debenture Trustee as per the terms and provisions of this Deed and/or the other Debenture Documents for the purpose of exercising its rights and performing its duties and obligations under each of the Debenture Documents, writings and instruments referred to in this Deed; (b) inspect the registers and books of accounts of the Company and to take copies and extracts in the course of such inspection, in accordance with the terms of this Deed; (c) examine, by itself or through an accountant, the books of accounts, balance sheets, profit and loss accounts, documents, charged assets and property of the Company or any part thereof and to investigate the affairs of the Company and the Company shall allow any such accountant to make such examination and take copies and extracts thereof and carry out investigation and shall furnish them with all such information as they may require and shall pay all costs, charges and expenses of and incidental to such examination and investigation; and (d) perform all such acts, deeds and things which the Debenture Trustee may from time to time deem necessary or appropriate for or incidental to the management and administration of the rights and Security from time to time vested in it as the Debenture Trustee, under, pursuant to or in connection with the Debenture Documents, (including, without limitation, executing any amendments and/ or re-statements and / or re-execution of the Debenture Documents, with the prior approval of the Debenture Holders). (ii) The Debenture Trustee shall be at liberty: (a) to accept a certificate signed by any director of the Company as to any act or matter prima facie expected to be within the knowledge as sufficient evidence thereof; (b) to take all relevant actions to preserve the rights and Security Interest constituted under the Debenture Documents as and when necessary, including if required by the Debenture Trustee and agreed by the Debenture Holders obtain insurances for the Secured Property or any part thereof (which are of an insurable nature), take legal proceedings against any person, including any encroacher; and (c) to refrain from any acts and avoid any omissions which might prejudice the value or the validity of the rights and Security Interest constituted under the Debenture Documents. (iii) With the prior written permission of the relevant Debenture Holders, to perform all such other acts, deeds and things which the Debenture Trustee may from time to time deem necessary or appropriate for or incidental to enforcement and foreclosure of the rights and security constituted by the Debenture Documents. (iv) The Debenture Trustee shall be entitled to, either by itself or through its authorised representatives inspect the Secured Property together with all records, registers relating to the Secured Property. (v) The Debenture Trustee shall have only those duties, obligations and responsibilities expressly specified in this Deed and the other Debenture Documents, and shall not have any implied duties, obligations or responsibilities except to the extent provided by Laws. (vi) The Debenture Trustee may, in relation to the Debenture Documents, act on the opinion or advice of any solicitor, counsel, advocate, valuer, surveyor, broker, auctioneer, qualified accountant or other expert whether obtained by the Company or by the Debenture Trustee or otherwise and shall not be responsible for any loss occasioned by so acting other than on account of its gross negligence, willful misconduct, fraud as finally determined by a court of competent jurisdiction or failure to perform its obligations under the Debenture Documents. Subject to the provisions of Section 71(7) of the Act and Rule 18 (3) of the Companies (Share Capital and Debentures) Rules, 2014 and other Applicable Laws, the Debenture Trustee shall not be responsible for the consequences of any bona fide mistake, oversight or error of judgment or want of prudence on their part or on the part of any attorney, receiver or any person appointed by them and shall not be responsible for any misconduct on account of any person appointed by them or be bound to supervise the proceedings of any such appointee. (vii) The Debenture Trustee may accept without inspection, inquiry or requisition such title as the relevant Obligor may have to the Secured Property and shall not be bound or concerned to examine or inquire into or be liable for any defect in or any insufficiency in the title to the Secured Property or any part thereof and it shall not be in anyway liable for accepting such title as the relevant Obligor has to the Secured Property , provided however that the Debenture Trustee shall advise the Debenture Holders of any defect in title of any Secured Property which is brought to its notice in writing. (viii) The Debenture Trustee shall be at liberty to keep all deeds and other documents of title relating to any of the Secured Property at its registered office or with any third party or elsewhere or if the Debenture Trustee so decides with any banker or company whose business includes undertaking the safe custody of documents or with any advocates or firm of solicitors and the Debenture Trustee shall not be responsible for any loss incurred in connection with any such deposit and the Debenture Trustee may pay all sums required to be paid on account of or in respect of any such deposit and claim reimbursement thereof from the Company. (ix) Save as herein otherwise expressly provided the Debenture Trustee shall, as regards all trusts, powers, authorities and discretions hereby vested in it, have absolute and uncontrolled discretion as to the exercise thereof and to the mode and time of exercise thereof and in the absence of fraud, gross negligence or willful misconduct as finally determined by a court of competent jurisdiction or failure to perform its obligations under the Debenture Documents or except as required under Law, shall not be responsible for any loss, costs, charges, expenses or inconvenience that may result from the exercise or non-exercise thereof and in particular it shall not be bound to act at the request or direction of the Debenture Holders under any provisions of these presents unless sufficient monies shall have been provided or provision to the satisfaction of the Debenture Trustee has been made for providing the same and the Debenture Trustee has been indemnified to its satisfaction against all further costs, charges, expenses and liability which may be incurred in complying with such request or direction. (x) The Debenture Trustee shall not be responsible for the monies paid by applicants for the Debentures or be bound to see to the application thereof. (xi) The Debenture Trustee shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the Debenture Holders even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for any reason the resolution was not valid or binding upon the Debenture Holders. (xii) Without prejudice to the rights to indemnity by law given to the Debenture Trustee, the Company shall indemnify and keep indemnified the Debenture Trustee and every receiver, attorney, manager, agent or other person appointed by it in respect of all liabilities, damages, actions, costs, charges and expenses incurred, suffered or sustained by them in the execution or purported execution of the powers and trusts thereof or of any powers, authorities or discretion vested in them pursuant to these presents and against all actions, processing, costs, claims and demands in respect of any matter or thing done or omitted in anywise relating to the Secured Property (other than on account of acts of gross negligence, willful misconduct, fraud of the Debenture Trustee as finally determined by a court of competent jurisdiction) and the Debenture Trustee may retain and pay out of any monies in their hands UPON THE TRUSTS of these presents the amount of any liabilities and expenses necessary to effect such indemnity and also remuneration of the Debenture Trustee as herein provided. (xiii) The Debenture Trustee shall have full power to determine all questions and doubts arising in relation to any of the provisions hereof and every such determination, made in a bona fide manner, whether or not the same shall relate wholly or partially to the acts or proceedings of the Debenture Trustee, shall be conclusive and binding upon all persons interested hereunder. (xiv) The Debenture Trustee may, so long as the same is not inconsistent with or in conflict with its rights, powers, obligations and duties under this Deed and the other Debenture Documents: (a) act as agent or trustee for, or in relation to any restructuring involving the Company and/or its Affiliates; and (b) retain any fees or remuneration in connection with its activities as Debenture Trustee under the Debenture Documents. (xv) The Debenture Trustee shall have the duty to (a) satisfy itself that the Information Memorandum does not contain any matter which is inconsistent with the terms of the issue of Debentures or with the Debenture Trust Deed, (b) satisfy itself that the covenants in the Debenture Trust Deed are not prejudicial to the interest of the Debenture Holders, (c) call for periodical status including quarterly reports and half yearly communication to the stock exchange, if applicable, for the security cover certificates and performance reports from the Issuer, (d) communicate promptly to the Debenture Holders defaults, if any, with regard to the payment of interest or redemption of Debentures and actions taken by the Debenture Trustee therefor, (e) inform the Debenture Holders immediately of any breach of the terms of issue of Debentures or covenants under the Debenture Documents, (f) ensure the implementation of the conditions regarding creation of Security and Debenture Redemption Reserve, (g) ensure that the assets of the Issuer are sufficient to discharge all the interest and principal amounts at all times and that such assets are free from any other encumbrances except those which are specifically agreed to by the Debenture Holders,