Common use of Trust Purposes Clause in Contracts

Trust Purposes. The purposes of this Irrevocable Management Trust Agreement (the “Trust Purposes”) are that the Trustee perform each and every one of the activities, and that it complies with each and every one of the obligations described in this Clause 2.4, and in this Agreement, including (i) receiving the Initial Contribution, the Vitel Shares, and the OBM Shares, and exercise, under instructions from the Beneficiary A, and Beneficiary B, as applicable, the corporate and property rights and obligations resulting from holding the Vitel Shares, and the OBM Shares, respectively, in terms of this Agreement and in compliance with the Shareholders Agreement; (ii) manage the Trust Property pursuant to the provisions of this Agreement; (iii) provide to the Beneficiaries the Distributions that it receives as a result holding the Vitel Shares and the OBM Shares, respectively, in terms of this Agreement; and (iv) perform all such activities that the Beneficiaries, as applicable, instruct the Trustee in writing, which are specific for the activities described in this Clause. In connection with the foregoing, the Trustee shall: (a) be the sole and legitimate owner, maintain and preserve ownership of the property and rights that, currently, or in the future, form part of the Trust Property during the term of this Agreement; (b) establish, maintain, and manage the Trust Accounts to adequately manage the funds that form part of the Trust Property, pursuant to the provisions of this Agreement, and apply all funds to the Trust Accounts (including the Permitted Investments) pursuant to this Agreement; (c) receive from Beneficiary A fiduciary ownership of, and title over, the Vitel Shares; (d) receive from Beneficiary B fiduciary ownership of, and title over, the OBM Shares; (e) exercise the corporate and property rights resulting from the Vitel Shares and the OBM Shares, pursuant to the provisions of this Agreement and the Shareholders Agreement; (f) receive from Vitel and OBM amounts from dividends, equity reimbursements, or that are otherwise distributed in alignment to any legal requirement, respectively, to their shareholders; (g) provide to the Beneficiaries the Distributions that it receives from Vitel and OBM, respectively, pursuant to the provisions of this Agreement; (h) dispose of the Vitel Shares in terms of written instructions it receives from Beneficiary A in terms of this Agreement; (i) dispose of the OBM Shares in terms of written instructions it receives from Beneficiary B in terms of this Agreement; (j) pursuant to the written instructions from the Beneficiaries, invest any amounts deposited into the Trust Account in Permitted Investments pursuant to the provisions of Clause 6.2 of this Agreement; (k) grant the general or special powers of attorney for acts of ownership, administration, litigation and collection, subscription of negotiable instruments, and any other that is necessary or convenient to achieve the Trust Purposes, including those required to defend the Trust Property, in favor of the Persons that the Beneficiaries instruct it in writing, as applicable, without this including the authority for the appointed attorneys-in-fact to be able to open and operate bank accounts. The foregoing, provided that the Trustee shall not grant general powers of attorney for acts of ownership, or general powers of attorney to subscribe, guarantee, or endorse negotiable instruments in terms of article 9 of the LGTOC;

Trust Purposes. The purposes During the term of this Irrevocable Management Trust Agreement Agreement, the trust property is hereby formed, and shall be composed of, as applicable, the following assets (jointly, the “Trust PurposesProperty”): (a) are the Initial Contribution; (b) the Vitel Shares; (c) the OBM Shares; (d) any amounts and other assets, property, or rights that the Trustee perform each and every one of the activities, and that it complies with each and every one of the obligations described in this Clause 2.4, and in this Agreement, including (i) receiving the Initial Contribution, receives pursuant to having title over the Vitel Shares, and the OBM Shares; (e) each and every amount deposited in the Trust Accounts; (f) each and every amount resulting from the Permitted Investments; (g) each and all property assigned to, or acquired by, the Trustee pursuant to the Trust Purposes as provided herein; and (h) all cash amounts, and exerciseall ancillary property, under instructions from the Beneficiary Aproceeds, products, and Beneficiary Breturns resulting from, as applicableor associated with, the corporate property described in the preceding subsections of this Clause, including the rights resulting from, or associated with, the investments and property rights operation of the Trust. In order to formalize the transfer of the OBM Shares and obligations resulting from holding the Vitel Shares, the trustors, within five (5) days of the date hereof, will (i) deliver to the Trustee the stock certificates which represent that shares which they own, duly endorsed in favor of the Trustee, and the OBM Shares, respectively, in terms of this Agreement and in compliance with the Shareholders Agreement; (ii) manage deliver to the Trustee a certification issued by the Secretary of the Board of Directors which confirms that the transfer of shares referred to in this Trust Property pursuant to Agreement has been duly registered in the corresponding Shareholder’s Registry Book of each entity. For the avoidance of doubt, the parties agree that the OBM Shares and the Vitel Shares shall be endorsed in favor of the Trustee bearing the following legend, and including the place and date in which the endorsement took place, as well as the name or denomination of the endorsing trustor: The parties hereby agree that the provisions of this Agreement; (iii) provide to the Beneficiaries the Distributions that it receives Clause shall act as a result holding the Vitel Shares and the OBM Shares, respectively, in terms of this Agreement; and (iv) perform all such activities that the Beneficiaries, as applicable, instruct the Trustee in writing, which are specific for the activities described in this Clause. In connection with the foregoing, the Trustee shall: (a) be the sole and legitimate owner, maintain and preserve ownership an inventory of the property and rights that, currently, or in the future, form part of that comprises the Trust Property during upon the term creation of this Agreement; (b) establish, maintainthe Trust, and manage the Trust Accounts to adequately manage the funds that form part of the Trust Property, pursuant to the provisions execution of this Agreement, and apply all funds to the Trust Accounts (including the Permitted Investments) pursuant to this Agreement; (c) Beneficiaries shall keep a copy hereof, which they receive from Beneficiary A fiduciary ownership of, and title over, the Vitel Shares; (d) receive from Beneficiary B fiduciary ownership of, and title over, the OBM Shares; (e) exercise the corporate and property rights resulting from the Vitel Shares and the OBM Shares, pursuant Trustee to their full satisfaction. The foregoing in compliance with the provisions of this Agreement and item five point one of Circular Letter 1/2005 (one slash two thousand five) issued by the Shareholders Agreement; (f) receive from Vitel and OBM amounts from dividends, equity reimbursements, or that are otherwise distributed in alignment to any legal requirement, respectively, to their shareholders; (g) provide to the Beneficiaries the Distributions that it receives from Vitel and OBM, respectively, pursuant to the provisions of this Agreement; (h) dispose of the Vitel Shares in terms of written instructions it receives from Beneficiary A in terms of this Agreement; (i) dispose of the OBM Shares in terms of written instructions it receives from Beneficiary B in terms of this Agreement; (j) pursuant to the written instructions from the Beneficiaries, invest any amounts deposited into the Trust Account in Permitted Investments pursuant to the provisions of Clause 6.2 of this Agreement; (k) grant the general or special powers of attorney for acts of ownership, administration, litigation and collection, subscription of negotiable instruments, and any other that is necessary or convenient to achieve the Trust Purposes, including those required to defend the Trust Property, in favor of the Persons that the Beneficiaries instruct it in writing, as applicable, without this including the authority for the appointed attorneys-in-fact to be able to open and operate bank accounts. The foregoing, provided that the Trustee shall not grant general powers of attorney for acts of ownership, or general powers of attorney to subscribe, guarantee, or endorse negotiable instruments in terms of article 9 of the LGTOC;Mexican Central Bank.