Common use of Authorization of Receipt of Funds by the Trustee Under the Security Documents Clause in Contracts

Authorization of Receipt of Funds by the Trustee Under the Security Documents. The Collateral Agent is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Security Documents. No provision of this Indenture, or any of the other Security Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Indenture, any of the other Security Documents or the exercise of any of its rights or powers. If it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of moneys necessary to perform work or to take the action requested is not reasonably assured to it, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including an advance of moneys necessary to take the action requested. The Collateral Agent shall be under no obligation or duty to take any action under this Indenture, any of the other Security Documents or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified. Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Company or the Holders of the requisite aggregate principal amount of Debentures, as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Authorization of Receipt of Funds by the Trustee Under the Security Documents. (a) The Trustee and the Notes Collateral Agent is are each authorized to receive any funds for the benefit of the Holders distributed under the Security DocumentsDocuments to the Trustee or the Notes Collateral Agent, and to make further distributions of apply such funds to the Holders according as provided in Section 6.10. (b) Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, the Trustee may, in its sole discretion and without the consent of the Holders, direct in writing, on behalf of the Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Liens on the Collateral securing the Obligations under this Indenture and the Notes; (ii) enforce any of the terms of the Security DocumentsDocuments to which the Notes Collateral Agent or Trustee is a party; or (iii) collect and receive payment of any and all Obligations under this Indenture and the Notes. No provision Subject to the Intercreditor Agreement, the Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Note Liens or the Security Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Notes Collateral Agent or Trustee is a party or this Indenture, or any of and such suits and proceedings as the other Security Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Indenture, any of the other Security Documents Trustee or the exercise of any of its rights or powers. If it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of moneys necessary to perform work or to take the action requested is not reasonably assured to it, the Notes Collateral Agent may decline deem expedient to act unless it receives indemnity satisfactory to it in preserve or protect its sole discretion, including an advance interests and the interests of moneys necessary to take the action requested. The Collateral Agent shall be under no obligation or duty to take any action under this Indenture, any of the other Security Documents or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified. Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Company or the Holders of Notes in the requisite aggregate principal amount Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of Debenturesor compliance with any legislative or other governmental enactment, as it deems appropriate. This provision is intended solely for rule or order that may be unconstitutional or otherwise invalid if the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaimenforcement of, or confer any rights compliance with, such enactment, rule or benefits on any party heretoorder would impair the security interest hereunder or be prejudicial to the interests of holders, the Trustee or the Notes Collateral Agent.

Authorization of Receipt of Funds by the Trustee Under the Security Documents. The Collateral Agent is authorized Subject to receive any funds for the benefit of the Holders distributed under the Security Documents, upon an Event of Default and to make further distributions so long as such Event of such funds Default continues, the Trustee to the Holders according extent it is the Collateral Trustee, may exercise in respect of the Collateral, in addition to the provisions of this Indenture other rights and the Security Documents. No provision of this Indentureremedies provided for herein, or any of the other Security Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Indenture, any of the other Security Documents or the exercise of any of its rights or powers. If it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of moneys necessary to perform work or to take the action requested is not reasonably assured to it, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including an advance of moneys necessary to take the action requested. The Collateral Agent shall be under no obligation or duty to take any action under this Indenture, any of the other Security Documents or otherwise if taking such action (i) would subject available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral Agent as set forth herein, without notice to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Company, except as specified below, sell the Collateral Agent to qualify to do business or any part thereof in one or more parcels at public or private sale, at any jurisdiction where it is not then so qualifiedexchange, broker’s board or at any of the Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. Notwithstanding anything else The Company acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the contrary hereinseller than if such a sale were a public sale. The Company agrees that, whenever reference to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Any cash that is Collateral held by the Trustee and all cash proceeds received by the Trustee in this Indenture to respect of any discretionary action by, consent, designation, specification, requirement or approval sale of, notice, request or other communication collection from, or other direction given realization upon all or action any part of the Collateral shall be applied (unless otherwise provided for in the Security Documents) in accordance with Section 6.10 hereof, or as the Holders shall direct pursuant to be undertaken Section 6.5 hereof. Any surplus of such cash or to be (or not to be) suffered or omitted cash proceeds held by the Collateral Agent or to any election, decision, opinion, acceptance, use Trustee and remaining after payment in full of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by all the Collateral Agent, it is understood that in all cases the Collateral Agent obligations shall be fully justified in failing or refusing paid over to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Company or the Holders as a court of the requisite aggregate principal amount of Debentures, as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretocompetent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Security Documents. (a) Upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Security Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Company, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Trustee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Company acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days' notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash that is Collateral Agent is authorized held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Security Documents and after payment of any and all amounts payable to receive the Trustee pursuant to the Indenture), as the Trustee shall determine or as the Holders of the Notes shall direct pursuant to Section 6.5 hereof, (i) against the obligations for the ratable benefit of the Holders of the Notes, (ii) to maintain, repair or otherwise protect the Collateral or (iii) to take such other action to protect the other rights of the Holders of the Notes or to take any funds other appropriate action or remedy for the benefit of the Holders distributed under of the Security Documents, and to make further distributions Notes. Any surplus of such funds to cash or cash proceeds held by the Holders according to Trustee and remaining after payment in full of all the provisions of this Indenture and the Security Documents. No provision of this Indenture, or any of the other Security Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Indenture, any of the other Security Documents or the exercise of any of its rights or powers. If it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of moneys necessary to perform work or to take the action requested is not reasonably assured to it, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including an advance of moneys necessary to take the action requested. The Collateral Agent obligations shall be under no obligation or duty paid over to take any action under this Indenture, any of the other Security Documents or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified. Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Company or the Holders to whomsoever may be lawfully entitled to receive such surplus or as a court of the requisite aggregate principal amount of Debentures, as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretocompetent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Security Documents. (a) The Collateral Agent Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture. (b) Without prejudice to the other provisions of the Indenture and for the Security Documents. No provision purpose of this Indenture, or any ensuring and preserving the validity and continuity of the other Security Documents shall require security rights granted and to be granted under or pursuant to the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this IndentureDutch Share Pledge, any each of the other Security Documents or the exercise of any of its rights or powers. If it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability including an advance of moneys necessary to perform work or to take the action requested is not reasonably assured to it, the Collateral Agent may decline to act unless it receives indemnity satisfactory to it in its sole discretion, including an advance of moneys necessary to take the action requested. The Collateral Agent shall be under no obligation or duty to take any action under this Indenture, any of the other Security Documents or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified. Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Company or the Holders of the requisite aggregate principal amount of Debentures, as it deems appropriate. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto hereby acknowledges and consents to the pledgor undertaking in the Dutch Share Pledge (the “Pledgor”) to pay to the Trustee as pledgee thereunder, in its own capacity and not as agent or trustee, amounts which are (a) equal to the amounts due from time to time by the Company under or with respect to the Obligations as defined in the Dutch Share Pledge (the “Relevant Liabilities”), and (b) due and payable at the same time as the corresponding amounts under the Relevant Liabilities are or shall be due and payable (such payment undertaking and the obligations and liabilities of the Pledgor resulting therefrom, the “Parallel Debt”). The Holders and the other parties hereto hereby agree that the Parallel Debt is a claim of the Trustee which is separate and independent from, and without prejudice to, the claims of the Holders in respect of the Relevant Liabilities, and is not a claim which is held jointly with the Holders, provided that to the extent any defenseamount is irreversibly paid to and received by the Trustee in payment of the Parallel Debt, claim the total amount due and payable in respect of the Relevant Liabilities shall be decreased as if such amount were received by the Holders or counterclaimany of them in payment of the corresponding Relevant Liabilities. The Trustee, acting in its own capacity, h▇▇▇▇▇ agrees to apply all proceeds that it receives in connection with any enforcement action taken under or confer any rights pursuant to the Dutch Share Pledge or benefits on any party heretootherwise in satisfaction in whole or in part of the Parallel Debt, mutatis mutandis in accordance with the provisions of this Indenture for the application of proceeds by the Trustee.