Common use of Rights and Duties of Special Warrant Agent Clause in Contracts

Rights and Duties of Special Warrant Agent. 13.1.1 In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Special Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent special warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Special Warrant Agent from liability for its own negligent action, willful misconduct, bad faith or fraud under this Indenture. 13.1.2 The obligation of the Special Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Special Warrant Agent or the Registered Special Warrantholders hereunder shall be conditional upon the Registered Special Warrantholders furnishing, when required by notice by the Special Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Special Warrant Agent to protect and to hold harmless the Special Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Special Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. 13.1.3 The Special Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Special Warrantholders, at whose instance it is acting to deposit with the Special Warrant Agent the Special Warrant Certificates held by them, for which Special Warrants the Special Warrant Agent shall issue receipts. 13.1.4 Every provision of this Indenture that by its terms relieves the Special Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.

Rights and Duties of Special Warrant Agent. 13.1.1 (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Special Warrant Agent shall will exercise that degree of care, diligence and skill that a reasonably prudent special warrant agent trustee would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Special Warrant Agent from liability for its own negligent action, willful misconduct, bad faith or fraud under this Indenture. 13.1.2 (b) The obligation of the Special Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Special Warrant Agent or the Registered Special Warrantholders hereunder shall will be conditional upon the Registered Special Warrantholders furnishing, when required by a notice by of the Special Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Special Warrant Agent to protect and to hold harmless the Special Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. . (c) None of the provisions contained in this Indenture shall will require the Special Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. 13.1.3 (d) The Special Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Special Warrantholders, at whose instance it is acting acting, to deposit with the Special Warrant Agent the Special Warrant Certificates Warrants held by them, for which Special Warrants Warrants, the Special Warrant Agent shall will issue receipts. 13.1.4 (e) Every provision of this Indenture that that, by its terms terms, relieves the Special Warrant Agent of liability or entitles it to rely upon any evidence submitted to it it, is subject to the provisions of Applicable Legislation.

Rights and Duties of Special Warrant Agent. 13.1.1 (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Special Warrant Agent shall will act honestly and in good faith with a view to the best interests of the Special Warrantholders and will exercise that degree of care, diligence and skill that a reasonably prudent special warrant agent trustee would exercise in comparable circumstances. No provision of this Indenture shall will be construed to relieve the Special Warrant Agent from liability for its own grossly negligent action, willful its own failure to act, or its own wilful misconduct, fraud or bad faith or fraud under this Indenturefaith. 13.1.2 (b) The obligation of the Special Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Special Warrant Agent or the Registered Special Warrantholders hereunder shall will be conditional upon the Registered Special Warrantholders furnishing, when required by a notice by of the Special Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Special Warrant Agent to protect and to hold harmless the Special Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. . (c) None of the provisions contained in this Indenture shall will require the Special Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. 13.1.3 (d) The Special Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Special Warrantholders, at whose instance it is acting acting, to deposit with the Special Warrant Agent the Special Warrant Certificates Warrants held by them, for which Special Warrants Warrants, the Special Warrant Agent shall will issue receipts. 13.1.4 (e) Every provision of this Indenture that that, by its terms terms, relieves the Special Warrant Agent of liability or entitles it to rely upon any evidence submitted to it it, is subject to the provisions of Applicable Legislation, to this Section 9.2 and to Section 9.3.

Rights and Duties of Special Warrant Agent. 13.1.1 (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Special Warrant Agent shall will exercise that degree of care, diligence and skill that a reasonably prudent special warrant agent trustee would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Special Warrant Agent from liability for its own gross negligent action, willful wilful misconduct, bad faith or fraud under this Indenture. 13.1.2 (b) The obligation of the Special Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Special Warrant Agent or the Registered Special Warrantholders hereunder shall will be conditional upon the Registered Special Warrantholders furnishing, when required by a notice by of the Special Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Special Warrant Agent to protect and to hold harmless the Special Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. . (c) None of the provisions contained in this Indenture shall will require the Special Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. 13.1.3 (d) The Special Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Special Warrantholders, at whose instance it is acting acting, to deposit with the Special Warrant Agent the Special Warrant Certificates Warrants held by them, for which Special Warrants Warrants, the Special Warrant Agent shall will issue receipts. 13.1.4 (e) Every provision of this Indenture that that, by its terms terms, relieves the Special Warrant Agent of liability or entitles it to rely upon any evidence submitted to it it, is subject to the provisions of Applicable Legislation.

Rights and Duties of Special Warrant Agent. 13.1.1 (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Special Warrant Agent shall act honestly and in good faith with a view to the best interests of the Special Warrantholders as a group and shall exercise that the degree of care, diligence and skill that a reasonably prudent special warrant agent Agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Special Warrant Agent from or require any other person to indemnify the Special Warrant Agent against liability for its own negligent actionnegligence, willful misconductwilful misconduct or bad faith. (b) Subject only to subsection (a) of this Section 8.2, bad faith the Special Warrant Agent shall not be bound to do or fraud take any act, action or proceeding for the enforcement of any of the obligations of the Corporation under this Indenture. 13.1.2 Indenture unless and until it shall have received a Special Warrantholders' Request specifying the act, action or proceeding which the Special Warrant Agent is requested to take. The obligation of the Special Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Special Warrant Agent or the Registered Special Warrantholders hereunder shall be conditional upon the Registered Special Warrantholders furnishing, when required by notice in writing by the Special Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Special Warrant Agent and its officers, directors, employees and agents to protect and to hold harmless the Special Warrant Agent and its officers, directors, employees and agents, agents against the costs, charges and charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Special Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. 13.1.3 (c) The Special Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Special Warrantholders, Warrantholders at whose instance it is acting to deposit with the Special Warrant Agent the Special Warrant Certificates Warrants held by them, for which Special Warrants the Special Warrant Agent shall issue receipts. 13.1.4 (d) Every provision of this Indenture that by its terms relieves the Special Warrant Agent of liability or entitles it to act and rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, and to the provisions of this Section 8.2 and of Section 8.3. (e) The Special Warrant Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment. In the event that the Special Warrant Agent refuses to act because any documentation received by it is not clear and reasonable, the Special Warrant Agent shall immediately provide notice to the party who provided such documentation advising such party of the Special Warrant Agent's refusal to act together with a brief explanation of the reason for its refusal. (f) In the event of any disagreement arising regarding the terms of this Indenture, the Special Warrant Agent shall be entitled, at its option, to refuse to comply with any or all demands whatsoever until the dispute is settled either by agreement amongst the various parties or by a court of competent jurisdiction. (g) The Special Warrant Agent 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 have been required so to do under the terms hereof; nor shall the Special Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify such default and in the absence of any such notice the Special Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Special Warrant Agent to determine whether or not the Special Warrant Agent shall take action with respect to any default.

Rights and Duties of Special Warrant Agent. 13.1.1 (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Special Warrant Agent shall will exercise that degree of care, diligence and skill that a reasonably prudent special warrant agent trustee would exercise in comparable circumstances. No provision of this Indenture shall will be construed to relieve the Special Warrant Agent from liability for its own negligent actiongross negligence, willful or its own wilful misconduct, fraud or bad faith or fraud under this Indenturefaith. 13.1.2 (b) The obligation of the Special Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Special Warrant Agent or the Registered Special Warrantholders hereunder shall will be conditional upon the Registered Special Warrantholders furnishing, when required by a notice by of the Special Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Special Warrant Agent to protect and to hold harmless the Special Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. . (c) None of the provisions contained in this Indenture shall will require the Special Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. 13.1.3 (d) The Special Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Special Warrantholders, at whose instance it is acting acting, to deposit with the Special Warrant Agent the Special Warrant Certificates Warrants held by them, for which Special Warrants Warrants, the Special Warrant Agent shall will issue receipts. 13.1.4 (e) Every provision of this Indenture that that, by its terms terms, relieves the Special Warrant Agent of liability or entitles it to rely upon any evidence submitted to it it, is subject to the provisions of Applicable Legislation.

Rights and Duties of Special Warrant Agent. 13.1.1 (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Special Warrant Agent shall act honestly and in good faith with a view to the best interests of the Special Warrantholders as a group and shall exercise that the degree of care, diligence and skill that a reasonably prudent special warrant agent Agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Special Warrant Agent from or require any other person to indemnify the Special Warrant Agent against liability for its own negligent actionnegligence, willful misconductwilful misconduct or bad faith. (b) Subject only to subsection 8.2(a), bad faith the Special Warrant Agent shall not be bound to do or fraud take any act, action or proceeding for the enforcement of any of the obligations of the Corporation under this Indenture. 13.1.2 Indenture unless and until it shall have received a Special Warrantholders' Request specifying the act, action or proceeding which the Special Warrant Agent is requested to take. The obligation of the Special Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Special Warrant Agent or the Registered Special Warrantholders hereunder shall be conditional upon the Registered Special Warrantholders furnishing, when required by notice in writing by the Special Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Special Warrant Agent and its officers, directors, employees and agents to protect and to hold harmless the Special Warrant Agent and its officers, directors, employees and agents, agents against the costs, charges and charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Special Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. 13.1.3 (c) The Special Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Special Warrantholders, Warrantholders at whose instance it is acting to deposit with the Special Warrant Agent the Special Warrant Certificates Warrants held by them, for which Special Warrants the Special Warrant Agent shall issue receipts. 13.1.4 (d) Every provision of this Indenture that by its terms relieves the Special Warrant Agent of liability or entitles it to act and rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, and to the provisions of this Section 8.2 and of Section 8.3. (e) The Special Warrant Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment. In the event that the Special Warrant Agent refuses to act because any documentation received by it is not clear and reasonable, the Special Warrant Agent shall immediately provide notice to the party who provided such documentation advising such party of the Special Warrant Agent's refusal to act together with a brief explanation of the reason for its refusal. (f) In the event of any disagreement arising regarding the terms of this Indenture, the Special Warrant Agent shall be entitled, at its option, to refuse to comply with any or all demands whatsoever until the dispute is settled either by agreement amongst the various parties or by a court of competent jurisdiction. (g) The Special Warrant Agent 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 have been required so to do under the terms hereof; nor shall the Special Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify such default and in the absence of any such notice the Special Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Special Warrant Agent to determine whether or not the Special Warrant Agent shall take action with respect to any default.

Rights and Duties of Special Warrant Agent. 13.1.1 (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Special Warrant Agent shall act honestly and in good faith with a view to the best interests of the Special Warrantholders as a group and shall exercise that the degree of care, diligence and skill that a reasonably prudent special warrant agent Agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Special Warrant Agent from or require any other person to indemnify the Special Warrant Agent against liability for its own negligent actionnegligence, willful misconductwilful misconduct or bad faith. (b) Subject only to subsection (a) of this Section 8.2, bad faith the Special Warrant Agent shall not be bound to do or fraud take any act, action or proceeding for the enforcement of any of the obligations of the Issuers under this Indenture. 13.1.2 Indenture unless and until it shall have received a Special Warrantholders' Request specifying the act, action or proceeding which the Special Warrant Agent is requested to take. The obligation of the Special Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Special Warrant Agent or the Registered Special Warrantholders hereunder shall be conditional upon the Registered Special Warrantholders furnishing, when required by notice in writing by the Special Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Special Warrant Agent and its officers, directors, employees and agents to protect and to hold harmless the Special Warrant Agent and its officers, directors, employees and agents, agents against the costs, charges and charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Special Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. 13.1.3 (c) The Special Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Special Warrantholders, Warrantholders at whose instance it is acting to deposit with the Special Warrant Agent the Special Warrant Certificates Warrants held by them, for which Special Warrants the Special Warrant Agent shall issue receipts. 13.1.4 (d) Every provision of this Indenture that by its terms relieves the Special Warrant Agent of liability or entitles it to act and rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, and to the provisions of this Section 8.2 and of Section 8.3. (e) The Special Warrant Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies