Authority to Execute and Perform Various Documents. Each Holder hereby authorizes and directs the Owner Trustee (a) to execute and deliver, as trustee for and on behalf of each such Holder, each Operative Agreement to which the Owner Trustee is a party and any other agreements, instruments, certificates or documents related to the transactions contemplated hereby to which the Owner Trustee is a party, (b) to take whatever action shall be required to be taken by the Owner Trustee by the terms of, and exercise its rights and perform its duties under, each of the documents, agreements, instruments and certificates referred to in clause (a) above as set forth in such documents, agreements and certificates, and (c) subject to the terms of this Trust Agreement, to take such other action in connection with the foregoing as the Holders may from time to time direct.
Authority to Execute and Perform Various Documents. The Depositor hereby authorizes and directs the Owner Trustee or (in the case of tax administration matters, its agent) (i) to execute and deliver, as trustee for and on behalf of the Certificateholders, the Operative Agreements to which the Trust is a party and all other agreements, documents, instruments and certificates contemplated to be executed and delivered by the Trust pursuant to the Operative Agreements and, pursuant to the terms of the Indenture, to execute, issue and deliver the Bonds to the Indenture Trustee (each such Operative Agreement and the Bonds to be in the form approved by the Depositor); (ii) to execute and deliver the Owner Trust Certificates to the Depositor; (iii) as and to the extent provided in the Indenture, to pledge the Trust Estate as security for repayment of the Bonds and, in connection therewith, to deliver (or cause to be delivered) to the Indenture Trustee each of the documents and instruments contemplated by the Granting Clause of the Terms Indenture; (iv) to take whatever action shall be required to be taken by the Owner Trustee by the terms of, and exercise its rights and perform its duties under, each of the documents, agreements, instruments and certificates referred to in clauses (i) through (iii) above as set forth in such documents, agreements, instruments and certificates; and (v) subject to the terms of this Deposit Trust Agreement, to take such other action in connection with the foregoing as the Certificateholders may from time to time direct.
Authority to Execute and Perform Various Documents. The Trust shall have the power and authority, and the Owner Trustee on behalf of the Trust or, in the case of tax administration matters, its Agent, is hereby authorized: (i) to execute and deliver the Operative Agreements to which the Trust is a party, all other agreements, documents, instruments and certificates contemplated to be executed and delivered by the Trust pursuant to any of the Operative Agreements, the Collateral Agreements, the Related Agreements and the Subsidiary Guarantees or the Indenture; (ii) to execute, authenticate and deliver the Owner Trust Certificates to the Depositor; (iii) to take whatever action shall be required to be taken by the Trust by the terms of, and exercise its rights and perform its duties under, each of the documents, agreements, instruments and certificates referred to in clauses (i) and (ii) above as set forth in such documents, agreements, instruments and certificates; and (iv) subject to the terms of this Agreement, to take such other action in connection with the foregoing as the Certificateholders may from time to time direct; provided, however, that the Owner Trustee shall have no duty to perform the obligations of the Trust except as expressly set forth in this Agreement.
Authority to Execute and Perform Various Documents. The Owner Participant hereby authorizes and directs the Owner Trustee to, and the Owner Trustee agrees for the benefit of the Owner Participant that it will, execute and deliver the Participation Agreement, on the Closing Date, upon receipt of the confirmation by the Owner Participant pursuant to Section 2.4 of the Participation Agreement, execute and deliver the Operative Agreements contemplated by the Participation Agreement to be executed and delivered by the Owner Trustee on the Closing Date, in the respective forms thereof in which delivered by the Owner Participant to the Owner Trustee for execution and delivery, and to take the other actions contemplated to be taken by the Owner Trustee on the Closing Date in Section 2 of the Participation Agreement, execute and deliver any other agreement, instrument or certificate contemplated by the Operative Agreements as the Owner Participant from time to time may direct in writing, subject to the terms of this Trust Agreement, exercise the rights (upon written instructions received from the Owner Participant) and perform the duties of the Owner Trustee under each of the documents, agreements, instruments and certificates referred to in this Section 2.1 as set forth in such documents, agreements, instruments and certificates, and subject to the terms of this Trust Agreement, take such other action in connection with the foregoing as the Owner Participant may from time to time direct in writing.
Authority to Execute and Perform Various Documents. The Owner Participant hereby authorizes and directs the Owner Trustee, and the Owner Trustee hereby agrees for the benefit of the Owner Participant: (a) to execute and deliver the Facility Lease, the Site Lease, the Site Sublease, the Security Deposit Agreement, the Participation Agreement, the Indenture, the Interest Hedging Agreement, the Xxxx of Sale and the Present Assignment, (b) to issue and deliver the Loan Certificates to the Holders pursuant to the Indenture and (c) subject to the terms and conditions of this Agreement, to execute and deliver all such further instruments, certificates and documents, and take such other actions, as may be contemplated by, and to exercise all of the rights and perform all of the duties and obligations to be exercised or performed by the Owner Trustee under the Transaction Documents and the other instruments as set forth therein. The Owner Trustee further agrees to take such other actions and to execute, deliver and perform such other agreements, instruments, documents and certificates as the Owner Participant may from time to time authorize and direct to give effect to the foregoing. All of the estate, right, title and interest of the Owner Trustee in and to the Facility, the Transaction Documents and other property of the Owner Trustee held pursuant to this Agreement, including, without limitation, all Basic Rent, Supplemental Rent, all other sums of any nature whatsoever to be paid or received by the Owner Trustee under the Facility Lease, the Site Lease, the Site Sublease or under any other Transaction Document, all of the right, title and interest of the Owner Trustee under the Collateral Security Documents and all of the property rights and interests granted to the Owner Trustee pursuant to the Site Lease, are hereinafter referred to as the "Trust Estate."
Authority to Execute and Perform Various Documents. DECLARATION OF BUSINESS TRUST BY THE BANK
Authority to Execute and Perform Various Documents. The Owner Participant hereby authorizes and directs the Owner Trustee to, and the Owner Trustee agrees for the benefit of the Owner Participant that it will, (i) execute and deliver the Participation Agreement, (ii) on the Closing Date, upon receipt of the confirmation by the Owner Participant pursuant to Section 2.4 of the Participation Agreement, execute and deliver the Operative Agreements contemplated by the Participation Agreement to be executed and delivered by the Owner Trustee on the Closing Date, in the respective forms thereof in which delivered by the Owner Participant to the Owner Trustee for execution and delivery, and to take the other actions contemplated to be taken by the Owner Trustee on the Closing Date in Section 2 of the Participation Agreement, (iii) execute and deliver any other agreement, instrument or certificate contemplated by the Operative Agreements as the Owner Participant from time to time may direct in writing, (iv) subject to the terms of this Trust Agreement, exercise the rights (upon written instructions received from the Owner Participant) and perform the duties of the Owner Trustee under each of the documents, agreements, instruments and certificates referred to in clauses (i) through (iii) of this Section 2.1 as set forth in such documents, agreements, instruments and certificates, (v) take any and all actions and make any and all filings as may be required by the Delaware Business Trust Act, 12 Del. C. Section 3801, et. seq. (the "Delaware Business Trust Act") and (vi) subject to the terms of this Trust Agreement, take such other action in connection with the foregoing as the Owner Participant may from time to time direct in writing.
Authority to Execute and Perform Various Documents. The Owner hereby authorizes and directs the Business Trustee to execute and deliver on behalf of the Trust each Operative Document to which the Trust is or is to be a party, and such other documents, agreements, instruments and certificates relating to the Operative Documents, in each case in the respective forms in which the same may be delivered by or on behalf of the Owner to the Business Trustee from time to time for execution and delivery. In addition, the Owner hereby empowers and authorizes the Business Trustee to execute and deliver any and all documents, agreements and instruments necessary for the operation of the Trust Estate, to the full extent allowed by law. Notwithstanding any of the foregoing, the Owner hereby authorizes and empowers only the Independent Trustee and the Special Trustee, acting in unison, with sole authority to execute and deliver any and all documents relating to the Trust's acting to fulfill its purpose set forth in Section 2.3(b) in its role as a co-managing member of MP-LLC.
Authority to Execute and Perform Various Documents. Declaration of Trust by Owner Trustee
Authority to Execute and Perform Various Documents. Each Holder hereby authorizes and directs the Owner Trustee (a) to execute and deliver, as trustee for and on behalf of each such Holder, each Operative Agreement to which the Owner Trustee is a party and any other agreements, instruments, certificates or documents related to the transactions contemplated hereby to which the Owner Trustee is a party, (b) to take whatever action shall be required to be taken by the Owner Trustee by the terms of, and exercise its rights and perform its duties under, each of the documents, agreements, instruments and certificates referred to in clause (a) above as set forth in such documents, agreements and certificates, and (c) subject to the terms of this Trust Agreement, to take such other action in connection with the foregoing as the Holders or Majority Holders (as required or permitted by the Operative Agreements) may from time to time direct.
