Section 8: Release of agent from obligations

8. Release of agent from obligations (1) Subject to subparagraphs (2) and (3) a provision in an agency deed or in a contract with debenture holders secured by an agency deed, shall be void in so far as it would have the effect of exempting the debenture holders’ representative from, or indemnifying him against, liability for exercising reasonable diligence and care in the carrying out of his duties under the deed or observing any provision of paragraphs 6 and 7. (2) Subparagraph (1) shall not invalidate a provision enabling release to be given— (a) with the concurrence of a majority of not less than three fourths in nominal value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose; and (b) with respect to specific acts or omissions or on the debenture holders’ representative ceasing to act. (3) A debenture holders’ representative may rely on a certificate or report given or statement made by any person who is an attorney-at-law for or auditor or officer of the borrowing company, where he has reasonable ground for believing that the person was competent to give the certificate or report or to make the statement. SEVENTH SCHEDULE [Section 131] POWERS OF DIRECTORS NOT TO BE DELEGATED [Sections 52, 56, 57 (3), 61, 64, 65, 69, 78, 81, 188, 246 and 247] C35 – 231 [Issue 1] Companies Act EIGHTH SCHEDULE [Section 158] PROCEEDINGS OF THE BOARD OF A COMPANY