Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612. (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.
Appears in 7 contracts
Sources: Indenture (Core & Main, Inc.), Indenture (Core & Main, Inc.), Indenture (Univar Solutions Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture but need not verify the accuracy of the contents thereof or whether procedures specified by or pursuant to the provisions of this Indenture have been followed in the preparation thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 6.12, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 7 contracts
Sources: Indenture (Centennial Puerto Rico Operations Corp), Indenture (Centennial Puerto Rico Operations Corp), Indenture (Century Communications Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Securities of any series,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need shall not verify be required to confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein.
(b) In case an Event of Default has occurred and is continuingcontinuing with respect to the Securities of any series, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that EXCEPT that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series or of all series, determined as provided in Section 511, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 satisfactory to it against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 6 contracts
Sources: Indenture (Viking International LTD), Indenture (Viking International LTD), Indenture (Aviall Services Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault known to the Trustee,
(1i) the Trustee undertakes to perform such duties duties, and only such duties duties, as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(div) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 6 contracts
Sources: Indenture (UAG Chantilly AU, LLC), Indenture (Tenneco Inc), Indenture (Tenneco Automotive Operating Co Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture but need not verify the accuracy of the contents thereof or whether procedures specified by or pursuant to the provisions of this Indenture have been followed in the preparation thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 6.12, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series;
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.; and
(e5) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 6 contracts
Sources: Indenture (Willis Netherlands Holdings B.V.), Indenture (Willis Netherlands Holdings B.V.), Indenture (Willis Netherlands Holdings B.V.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,Default known to the Trustee:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and the other Transaction Documents to which it is a party, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuingcontinuing to the actual knowledge of a Responsible Officer of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction received by it pursuant of the Noteholders in accordance with Section 7.12 relating to Section 612.the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(div) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 satisfactory to it, against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 6 contracts
Sources: Indenture (Ikon Receivables LLC), Indenture (Ikon Receivables LLC), Indenture (Ikon Receivables Funding LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and as are provided by the Trust Indenture Act, and and, except for implied covenants or obligations under the Trust Indenture Act, no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); the first paragraph of this Section;
(ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 5.12, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 6 contracts
Sources: Indenture (Horsehead Corp), Indenture (Horsehead Corp), Indenture (Horsehead Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision the provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent actionmisconduct, its own negligent failure to act, act or its own willful misconduct, misconduct except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powerspowers under this Indenture, if repayment unless the Trustee has received security and indemnity satisfactory to it against any loss, liability or expense. The Trustee shall not be liable for any error of such funds or adequate indemnity against such risk or liability judgment unless it is not reasonably assured to itproved that the Trustee was negligent in the performance of its duties hereunder.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.01.
Appears in 6 contracts
Sources: Senior Secured Indenture (United Rentals Highway Technologies Gulf, LLC), Indenture (United Rentals Inc /De), Senior Indenture (United Rentals Realty, LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Debt Securities of any series,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to Debt Securities of any series has occurred and is continuing, the Trustee shall shall, with respect to the Debt Securities of such series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Debt Securities of any series in good faith in accordance with the direction of the Holders of at least a direction received by it pursuant majority in principal amount of the Outstanding Debt Securities of such series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(d4) No provision of this Indenture shall require the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 5 contracts
Sources: Indenture (Harrahs Entertainment Inc), Indenture (Hilton Hotels Corp), Indenture (Hilton Hotels Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,Default with respect to the Securities of any series:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculation or other facts stated therein).
(b) In case an Event of Default has occurred and is continuingcontinuing with respect to the Securities of any series, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that that:
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series or of all series, determined as provided in Section 505, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 satisfactory to it against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 5 contracts
Sources: Indenture Agreement (Castellum, Inc.), Indenture (Iveda Solutions, Inc.), Indenture (SRM Entertainment, Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Debt Securities of any series for which the Trustee is serving as such,
(1) the such Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the such Trustee; and
(2) in the absence of bad faith on its part, the such Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the such Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the such Trustee, the such Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to a series of Debt Securities has occurred and is continuing, the Trustee for the Debt Securities of such series shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee for Debt Securities of any series from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture shall require the Trustee for any series of Debt Securities to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee for any series of Debt Securities shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 5 contracts
Sources: Indenture (American Financial Group Inc), Indenture (Chiquita Brands International Inc), Indenture (American Financial Group Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to any series of Securities,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such of the series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) No provision provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders or a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 5 contracts
Sources: Indenture (Bridge Bancorp Inc), Indenture (BCB Bancorp Inc), Indenture (Bridge Bancorp Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision the provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powerspowers under this Indenture, if repayment unless the Trustee has received security and indemnity satisfactory to it against any loss, liability or expense. The Trustee shall not be liable for any error of such funds or adequate indemnity against such risk or liability judgment unless it is not reasonably assured to itproved that the Trustee was negligent in the performance of its duties hereunder.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.01.
Appears in 5 contracts
Sources: Indenture (United Rentals Inc /De), Indenture (United Rentals Inc /De), Indenture (United Rentals Inc /De)
Certain Duties and Responsibilities. (a) Except during With respect to the continuance Holders of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default,
(1) Default with respect to the Trustee Securities and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this IndentureAgreement. In case an Event of Default with respect to the Securities has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and no implied covenants or obligations shall be read into this Indenture against the Trustee; anduse
(2b) in In the absence of bad faith on its part, prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default which may have occurred, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this IndentureAgreement; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairsAgreement.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does Subsection (c) shall not be construed to limit the effect of Section 701(a); Subsections (iia) and (b) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.;
(d3) No no provision of this Indenture Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it; and
(4) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 8.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement.
(ed) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.or
Appears in 5 contracts
Sources: Contingent Payment Rights Agreement (Fusion Systems Corp), Merger Agreement (Eaton Corp), Contingent Payment Rights Agreement (Fusion Systems Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to any series of Securities,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee with respect to such series; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Securities of any Series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or and powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 5 contracts
Sources: Indenture (American Public Education Inc), Indenture (NextCure, Inc.), Indenture (Flir Systems Inc)
Certain Duties and Responsibilities. (a1) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to the Securities, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; , but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture, but need not to confirm or investigate the accuracy of mathematical calculations or otherwise verify or investigate the facts stated therein or the contents thereof.
(b2) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i) this paragraph does (3) shall not be construed to limit the effect of Section 701(a); paragraph (1) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Securities relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(div) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if repayment a Responsible Officer of the Trustee shall not have actually received security or indemnity satisfactory to the Trustee against any such funds risk, claim, loss, liability, damage, cost or adequate indemnity against such risk or liability is not reasonably assured to itexpense.
(e4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.1.
Appears in 4 contracts
Sources: Indenture (Alesco Financial Inc), Indenture (Privatebancorp, Inc), Indenture (Oil States International Inc)
Certain Duties and Responsibilities. Subject to the provisions of Trust Indenture Sections 315(a) through 315(d):
(a1) Except if a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his own affairs;
(2) except during the continuance of a Default or an Event of Default,:
(1A) the Trustee undertakes to need perform such duties and only such those duties as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and
(2B) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee. However, the Trustee shall be under a duty to examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.;
(b3) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall may not be construed to relieve the Trustee relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(iA) this paragraph Subsection (3) does not limit the effect of Subsection (2) of this Section 701(a); 601;
(iiB) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iiiC) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith faith, in accordance with a direction received by it pursuant of the Holders of a majority in principal amount of Outstanding Securities of any series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power confirmed upon the Trustee under this Indenture with respect to Securities of such series;
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.;
(e5) Whether whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions Subsections (1), (2), (3) and (4) and (5) of this Section 701 and Section 703601; and
(6) the Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree with the Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law.
Appears in 4 contracts
Sources: Senior Indenture (Sonic Automotive Inc), Subordinated Indenture (Sonic Automotive Inc), Subordinated Indenture (Sonic Automotive 1495 Automall DR Columbus Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case During the existence of an Event of Default has occurred and is continuingDefault, the Trustee shall is required to exercise such of the rights and powers vested in it by under this Indenture, Indenture and use the same degree of care and skill in their its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.01.
Appears in 4 contracts
Sources: Indenture (Spincycle Inc), Indenture (Spincycle Inc), Indenture (Verio Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, negligence or its own willful misconduct, except that that:
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust OfficerResponsible Officer of the Trustee, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction, determined as provided in Section 7.12, of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Article VIII.
(e) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree with the Company.
(f) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
Appears in 4 contracts
Sources: Senior Indenture (Affiliated Managers Group, Inc.), Junior Subordinated Notes Indenture (Affiliated Managers Group, Inc.), Senior Indenture (Affiliated Managers Group, Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Indenture Event of Default,:
(1i) the Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture, Amended and Restated Indenture and no implied others and no covenants or obligations duties shall be read into this Indenture against implied herein in connection with the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, statements, opinions, reports or opinions documents furnished to the Trustee and conforming to the requirements of this Amended and Restated Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the . The Trustee, the Trustee however, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Amended and Restated Indenture, but need not verify the contents thereof.
(b) In case If an Indenture Event of Default has occurred and is continuing, the Trustee shall exercise such of the its rights and powers vested in it by this Indenture, Amended and Restated Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Amended and Restated Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that EXCEPT that:
(i) this paragraph does subsection shall not be construed to limit the effect of subsection (a) of this Section 701(a); 7.01;
(ii) the Trustee shall not be liable for any error of in judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a direction the directions received by it pursuant to Section 612.6.12 or 6.13; and
(div) No no provision of this Amended and Restated Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder hereunder, or in 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 reasonably satisfactory to it against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Amended and Restated Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 4 contracts
Sources: Indenture (Dvi Receivables Corp Viii), Indenture (Dvi Receivables Corp Viii), Indenture (Dvi Receivables Corp Viii)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct, except that that:
(i) this paragraph does Subsection (c) shall not be construed to limit the effect of Subsections (a) or (d) of this Section 701(a); 7.01;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits with respect to take Debt Securities of any series in good faith in accordance with the direction of the Holders of not less than a direction received by it pursuant majority in aggregate principal amount of the Outstanding Debt Securities of that series, determined as provided herein, relating to Section 612the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 4 contracts
Sources: Subordinated Indenture (MPLX Lp), Senior Indenture (MPLX Lp), Subordinated Indenture (MPLX Lp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to any series of Securities,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such of the series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders or a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 4 contracts
Sources: Indenture (Central Valley Community Bancorp), Indenture (Central Valley Community Bancorp), Indenture (Central Valley Community Bancorp)
Certain Duties and Responsibilities. (a) Except during With respect to the continuance Holders, the Transfer Agent, prior to the occurrence of an Event Material Breach and after the curing or waiving of Default,
(1) the Trustee any Material Breach which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, Agreement and no implied covenants or obligations shall be read into this Indenture Agreement against the Trustee; andTransfer Agent. In case a Material Breach of this Agreement has occurred (which has not been cured or waived), the Transfer Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(2b) in In the absence of bad faith on its part, prior to the Trustee occurrence of a Material Breach and after the curing or waiving of any Material Breach which may have occurred, the Transfer Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon attestations, reports, certificates or opinions furnished to the Trustee and conforming Transfer Agent which conform to the requirements of this IndentureAgreement; but in the case of any such attestations, reports, certificates or opinions that which by any provision hereof are specifically required to be furnished to the TrusteeTransfer Agent, the Trustee Transfer Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairsAgreement.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee Transfer Agent from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that (i) this paragraph does Section 7.1(c) shall not be construed to limit the effect of Section 701(a7.1(a) or Section 7.1(b); (ii) the Trustee Transfer Agent shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee Transfer Agent was negligent in ascertaining the pertinent facts; and (iii) the Trustee Transfer Agent shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction received by it pursuant to Section 612of the Holders or exercising any power conferred upon the Transfer Agent, under this Agreement.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Transfer Agent shall be subject to the provisions of this Section 701 and Section 7037.1.
Appears in 4 contracts
Sources: Tax Receivable Agreement (Vistra Corp.), Tax Receivable Agreement (Vistra Energy Corp), Tax Receivable Agreement (Vistra Energy Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of a Default or an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trusteedelivered hereunder, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case a Default or an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee by the Company, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does (c) shall not be construed to limit the effect of Section 701(a); paragraph (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust OfficerResponsible Officer of the Trustee, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction of the Holders of the Outstanding Notes received by it the Trustee pursuant to Section 612.Sections 502, 512 and 513 hereof or in exercising any trust or power conferred upon the Trustee, under this Indenture; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 4 contracts
Sources: Indenture (Alliance HealthCare Services, Inc), Indenture (Alliance Imaging Inc /De/), Indenture (Alliance Imaging Inc /De/)
Certain Duties and Responsibilities. (a1) Except during the continuance of an Event of Default,
(1) a. the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) b. in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this the Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify ; provided that the contents thereofTrustee shall be under no duty to confirm or investigate the accuracy or mathematical calculations (if applicable) or other facts stated therein.
(b2) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his/her own affairs.
(c3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that (i) that:
a. this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (ii1) of this Section;
b. the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) ;
c. the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in Principal Amount of the Outstanding Securities, determined as provided in Section 5.12, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities; and
(d) No d. no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(e4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 4 contracts
Sources: Indenture (Vault Holding 1, LLC), Indenture (Vault Holding 1, LLC), Indenture (Vault Holding 1, LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy or mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that that,
(i1) this paragraph does subsection shall not be construed to limit the effect of subsections (a) or (d) of this Section 701(a); 6.1;
(ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and and
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction, determined as provided in Section 5.12, of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, relating to Section 612the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have grounds for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.1.
Appears in 4 contracts
Sources: Indenture (Greenidge Generation Holdings Inc.), Indenture (Charah Solutions, Inc.), Indenture (Argo Blockchain PLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Securities of any series,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of any mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuingcontinuing with respect to the Securities of any series, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that that
(i1) this paragraph does Section 6.01(c) shall not be construed to limit the effect of Section 701(a6.01(a); ;
(ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series or of all series, determined as provided in Section 5.12, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 indemnity, satisfactory to the Trustee in its reasonable judgement, against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.01.
Appears in 4 contracts
Sources: Indenture (Petrohawk Energy Corp), Indenture (Brigham Holdings Ii LLC), Indenture (Brigham Holdings Ii LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to Notes of any series,
(1) the Trustee undertakes to perform perform, with respect to Notes of such series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may may, with respect to Notes of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has with respect to Notes of any series shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to Notes of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does clause (c) shall not be construed to limit the effect of Section 701(a); clause (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Notes of any one or more series, as provided herein, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 4 contracts
Sources: Indenture (PNM Resources Inc), Indenture (Texas New Mexico Power Co), Indenture (Public Service Co of New Mexico)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this IndentureIndenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but . However, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own bad faith or willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a7.01(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iiiii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6126.05.
(d) No provision of this Indenture shall require the The Trustee may refuse to perform any duty or exercise any right or power or expend or risk its own funds or otherwise incur any financial liability in the performance of unless it receives indemnity reasonably satisfactory to it against any of its duties hereunder loss, liability or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itexpense.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 Sections 7.01 and Section 7037.03.
Appears in 4 contracts
Sources: Indenture (Eastman Kodak Co), Indenture (Eastman Kodak Co), Indenture (Eastman Kodak Co)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to any series of Securities,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and
(2) in the absence of bad faith on its part, the Trustee may may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming on their face to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine only whether or not they conform on their face to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such of the series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders or a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 3 contracts
Sources: Indenture (Investar Holding Corp), Indenture (Financial Institutions Inc), Indenture (Financial Institutions Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case During the existence of an Event of Default has occurred and is continuingDefault, the Trustee shall is required to exercise such of the rights and powers vested in it by under this Indenture, and Indenture use the same degree of care and skill in their its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.01.
Appears in 3 contracts
Sources: Indenture (RCN Corp /De/), Indenture (RCN Corp /De/), Indenture (RCN Corp /De/)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,, with respect to Securities of any series:
(1) the Trustee undertakes to perform perform, with respect to Securities of such duties and series, only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to Securities of any series has occurred and is continuing, the Trustee shall exercise exercise, with respect to Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that that:
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust OfficerResponsible officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 512, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 3 contracts
Sources: Indenture (Thaxton Group Inc), Indenture (Thaxton Group Inc), Indenture (Thaxton Group Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureAgreement, and no implied covenants or obligations shall be read into this Indenture Agreement against the Indenture Trustee; and.
(2b) Upon certificates and other notices furnished to the Indenture Trustee and conforming to the requirements of this Agreement, the Indenture Trustee may, in the absence of bad faith on its part, the Trustee may conclusively rely, rely as to the truth of the statements and the correctness of the opinions expressed therein; provided, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but that, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they substantially conform on their face to the requirements of this IndentureAgreement and shall promptly, but need in any event within three Business Days in the case of an Officer’s certificate furnished by the Servicer, notify the party delivering the same if such certificate or opinion does not verify so conform. If a corrected form shall not have been delivered to the contents thereof.
(b) In case an Event of Default has occurred and is continuingIndenture Trustee within 15 days after such notice from the Indenture Trustee, the Indenture Trustee shall exercise such of so notify the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairsHolders.
(c) No provision of this Indenture Agreement shall be construed to relieve the Indenture Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does subsection shall not be construed to limit the effect of subsections (a) and (b) of this Section 701(a); 5.02;
(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Trust an Officer, unless it is proved shall be proven that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts; and and
(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture Agreement shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powerspowers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, unless such risk or liability relates to performance of its ordinary services under this Agreement.
(d) For all purposes under this Agreement, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default unless an Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event that is in fact such an Event of Default is received by the Indenture Trustee.
(e) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 701 5.02. Notwithstanding anything in this Agreement to the contrary, in no event shall the Indenture Trustee be liable under this Agreement for indirect, special, punitive or consequential losses or damages of any kind whatsoever, including, but not limited to, lost profits, whether or not foreseeable, even if the Indenture Trustee has been advised of the possibility thereof and Section 703regardless of the form of action in which such damages are sought.
Appears in 3 contracts
Sources: Class a 2a Note Purchase Agreement (American Capital Strategies LTD), Class a 2a Note Purchase Agreement (American Capital Strategies LTD), Class a 2a Note Purchase Agreement (American Capital Strategies LTD)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenturethe Note Documents, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.
Appears in 3 contracts
Sources: Indenture (US Foods Holding Corp.), Indenture (US Foods Holding Corp.), Indenture (L Brands, Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture or the TIA, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but provided, however, that in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same certificates or opinions to determine whether or not not, on their face, they conform to the requirements of this Indenture, Indenture (but need not verify investigate or confirm the contents thereofaccuracy of any facts stated therein).
(b) In case an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i1) this This paragraph does (c) shall not be construed to limit the effect of paragraph (a) of this Section 701(a); 5.1;
(ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii3) the The Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by it of the Holders of a majority in principal amount of the Outstanding Securities (or such lesser amount as shall have acted at a meeting pursuant to Section 612the provisions of this Indenture) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 5.1.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability, cost or expense (including, without limitation, reasonable fees of counsel).
(f) The Trustee shall not be obligated to pay interest on any money or other assets received by it unless otherwise agreed in writing with the Company. Assets held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h) The Trustee shall not be deemed to have notice or actual knowledge of any Event of Default or a Registration Default (as such term is defined in the Registration Rights Agreement) or the obligation of the Company to pay Liquidated Damages unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact a Default is received by the Trustee pursuant to Section 70314.2 hereof, and such notice references the Securities and this Indenture.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent, authenticating agent, Conversion Agent or Registrar acting hereunder.
Appears in 3 contracts
Sources: Indenture (Cv Therapeutics Inc), Indenture (Cv Therapeutics Inc), Indenture (Equinix Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture but need not verify the accuracy of the contents thereof or whether procedures specified by or pursuant to the provisions of this Indenture have been followed in the preparation thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 6.12, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series;
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.; and
(e5) Whether whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 3 contracts
Sources: Indenture (Willis Netherlands Holdings B.V.), Indenture (Willis Netherlands Holdings B.V.), Indenture (Willis Netherlands Holdings B.V.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy or mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that that,
(i1) this paragraph does subsection shall not be construed to limit the effect of subsections (a) or (d) of this Section 701(a); 6.1;
(ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and and
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction, determined as provided in Section 5.12, of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, relating to Section 612the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have grounds for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.1.
Appears in 3 contracts
Sources: First Supplemental Indenture (Tellurian Inc. /De/), Indenture (B. Riley Financial, Inc.), Indenture (B. Riley Financial, Inc.)
Certain Duties and Responsibilities. (a) Except during The Trustee, prior to the continuance occurrence of an Event of Default,
(1) Default and after the Trustee curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that
(1) prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default which may have occurred:
(A) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2B) in the absence of bad faith on its partthe part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.;
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officerresponsible officer or responsible officers of the Trustee, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the holders of not less than a direction received by it pursuant majority in principal amount of the Securities of any series at the time Outstanding relating to Section 612.
(d) No provision the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.
Appears in 3 contracts
Sources: Indenture (Ferro Corp), Indenture (Ferro Corp), Indenture (Ferro Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to Securities of any series,
(1i) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has with respect to Securities of any series shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that that
(i) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any one or more series, as provided herein, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(div) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 3 contracts
Sources: Indenture (Entergy Mississippi Inc), Indenture (Louisiana Power & Light Co /La/), Indenture (Arkansas Power & Light Co)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.
Appears in 3 contracts
Sources: Indenture (Hertz Global Holdings Inc), Indenture (RSC Equipment Rental, Inc.), Indenture (Hertz Global Holdings Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Debt Securities of any series,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to Debt Securities of any series has occurred and is continuing, the Trustee shall shall, with respect to the Debt Securities of such series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Debt Securities of any series in good faith in accordance with the direction of the holders of at least a direction received by it pursuant majority in principal amount of the Outstanding Debt Securities of such series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;
(d4) No provision of this Indenture shall require the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it; and
(5) the Trustee shall comply with any order or directive of a Gaming Authority that the Trustee submit an application for any license, finding of suitability or other approval pursuant to any Gaming Law and will cooperate fully and completely in any proceeding related to such application.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 3 contracts
Sources: Indenture (Metro-Goldwyn-Mayer Inc), Indenture (MGM Grand Inc), Indenture (MGM Grand Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and as are provided by the Trust Indenture Act, and and, except for implied covenants or obligations under the Trust Indenture Act, no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture, Indenture but need not verify confirm or investigate the contents thereofaccuracy of any mathematical calculations or other facts stated therein.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Subsection (a) of this Section 701(a); 601;
(ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it majority in principal amount of the Outstanding Securities of any series, given pursuant to Section 612.512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703601.
Appears in 3 contracts
Sources: Indenture (NuStar Energy L.P.), Indenture (Valero Logistics Operations Lp), Indenture (Valero L P)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,:
(1i) the The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, the Purchase Contract and the Acquisition Agreement (collectively referred to herein as the “Agreements”), and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this IndentureIndenture and the Agreements; but in the case of any such certificates or opinions that which are required by any provision hereof are specifically required to be furnished to the Trustee, or thereof the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify Indenture or the contents thereofAgreements.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this IndentureIndenture and the Agreements including those described in (a) above, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s own affairscircumstances.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconductmisconduct or breach of trust, except that that:
(i) this paragraph does This subsection shall not be construed to limit the effect of Section 701(a); subsection (a) of this Section;
(ii) the The Trustee shall not be liable for any error of judgment made in good faith and without negligence by a Trust Officerchairman or vice-chairman of the board of directors, unless it is proved that the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller or any other officer of the Trustee was negligent in ascertaining customarily performing functions similar to those performed by any of the pertinent facts; above designated officers or, with respect to a particular matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject;
(iii) the The Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith and without negligence in accordance with a the direction received by it pursuant of the Owners of the Outstanding Certificates as provided herein relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or the Agreements; and
(div) No Except as otherwise provided herein or therein, no provision of this Indenture or the Agreements shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in 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 is not reasonably assured to it. The Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment properly to be done by it as the Trustee, without prior assurance of indemnity, and in such case shall be entitled to reimbursement by the Board for all reasonable costs, expenses, attorneys’ and other fees, and all other reasonable disbursements, including its own fees, and for all liability and damages suffered by the Trustee in connection therewith except for the Trustee’s negligence, willful misconduct or breach of trust.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 3 contracts
Sources: Acquisition Agreement, Acquisition Agreement, Installment Purchase Contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to any series of Securities,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any Series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(div) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or and powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 3 contracts
Sources: Indenture (Eplus Inc), Indenture (Speed Commerce, Inc.), Indenture (Eplus Inc)
Certain Duties and Responsibilities. (a) Except during The Trustee, prior to the continuance occurrence of an Event of Default,
(1) Default and after the Trustee curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default to the actual knowledge of a Responsible Officer of the Trustee has occurred, has not been waived and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent actions, its own negligent failure to act or its own willful misconduct, except that:
(a) prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default which may have occurred;
(i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its partthe part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.;
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust OfficerResponsible Officer or Responsible Officers of the Trustee, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iiic) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of not less than a direction received by it pursuant majority in principal amount of the Securities at the time outstanding relating to Section 612.
(d) No provision the time, method and place of conducting a proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) . Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. This Section 701 is in furtherance of and Section 703subject to Sections 315 and 316 of the Trust Indenture Act.
Appears in 2 contracts
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Debt Securities of any series,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to Debt Securities of any series has occurred and is continuing, the Trustee shall shall, with respect to the Debt Securities of such series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Debt Securities of any series in good faith in accordance with the direction of the Holders of a direction received majority in principal amount of the Outstanding Debt Securities of such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;
(4) the Trustee is under no obligation or duty to pay interest on or invest any funds deposited with it except as specifically provided in this Indenture, and all investment activities undertaken by it the Trustee, if any, shall be at and pursuant to Section 612.the written instruction of the Company; and
(d5) No provision of this Indenture shall require the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 Section.
(e) Any opinion required or permitted to be delivered to the Trustee hereunder may be addressed and Section 703delivered to the entity serving as Trustee hereunder solely in its individual capacity and not in its capacity as Trustee, fiduciary or as representative of the holders of such Debt Securities issued by the Company.
Appears in 2 contracts
Sources: Junior Subordinated Indenture (Rga Capital Trust Ii), Junior Subordinated Indenture (Reinsurance Group of America Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the those rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Securities of any series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Teck Metals Ltd.), Indenture (Teck Cominco LTD)
Certain Duties and Responsibilities. (a) Except during The Trustee, prior to the continuance occurrence of an Event of Default,
(1) Default and after the Trustee curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) . In case an Event of Default to the actual knowledge of a Responsible Officer of the Trustee has occurred occurred, has not been waived and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) . No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent actionactions, its own negligent failure to act, act or its own willful misconduct, except that that:
(a) prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default which may have occurred;
(i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this paragraph does Indenture, and the Trustee shall not limit be liable except for the effect performance of Section 701(a)such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture;
(b) the Trustee shall not be liable for any error of judgment made in good faith by a Trust OfficerResponsible Officer or Responsible Officers of the Trustee, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iiic) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of not less than a direction received by it pursuant majority in principal amount of the Securities at the time outstanding relating to Section 612.
(d) No provision the time, method and place of conducting a proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision . This Section is in furtherance of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be and subject to Sections 315 and 316 of the provisions of this Section 701 and Section 703Trust Indenture Act.
Appears in 2 contracts
Sources: Indenture (DH Europe Finance II S.a.r.l.), Indenture (DH Europe Finance II S.a.r.l.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(1i) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically set forth in this Indenture, Agreement and the Remarketing Agreement to be performed by the Purchase Contract Agent and no implied covenants or obligations shall be read into this Indenture Agreement or the Remarketing Agreement against the TrusteePurchase Contract Agent; and
(2ii) in the absence of bad faith on its part, may, with respect to the Trustee may Units, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Purchase Contract Agent and conforming to the requirements of this Indenture; Agreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureAgreement or the Remarketing Agreement, as applicable (but need not verify confirm or investigate the contents thereofaccuracy of the mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does Section 7.01(b) shall not be construed to limit the effect of Section 701(a7.01(a) and Section 7.01(c); ;
(ii) the Trustee Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved shall be conclusively determined by a court of competent jurisdiction that the Trustee Purchase Contract Agent was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.and
(dc) No provision of this Indenture Agreement or the Remarketing Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur financial any liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 701 Section.
(e) The Purchase Contract Agent is authorized to execute and Section 703deliver the Remarketing Agreement in its capacity as Purchase Contract Agent. The rights, privileges, protections, immunities and benefits afforded to the Purchase Contract Agent and each Indemnitee under this Agreement, including, without limitation, its and their rights to be indemnified, shall also extend to and cover the Purchase Contract Agent and each Indemnitee with respect to the role of the Purchase Contract Agent as Purchase Contract Agent under, including action taken, omitted to be taken or suffered by the Purchased Contract Agent pursuant to, the Remarketing Agreement.
(f) On or prior to the date that is 30 days prior to the first day of the Optional Remarketing Period, at the Company’s request given at least five Business Days prior to such 30th day, the Purchase Contract Agent shall deliver to the Company and the Remarketing Agent(s) an executed counterpart of the Remarketing Agreement, signed by an authorized signatory of the Purchase Contract Agent.
Appears in 2 contracts
Sources: Purchase Contract and Pledge Agreement (PPL Corp), Purchase Contract and Pledge Agreement (PPL Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(1i) the Trustee undertakes to perform perform, with respect to the Equity Units, such duties and only such duties as are or will be specifically set forth in this IndentureAgreement, the Pledge Agreement and the Remarketing Agreement to be performed by the Purchase Contract Agent and no implied covenants or obligations shall be read into this Indenture Agreement, the Pledge Agreement or any Remarketing Agreement against the TrusteePurchase Contract Agent; and
(2ii) in the absence of bad faith or negligence on its part, may, with respect to the Trustee may Equity Units, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Purchase Contract Agent and conforming to the requirements of this Indenture; Agreement or the Pledge Agreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureAgreement, the Pledge Agreement or any Remarketing Agreement, as applicable (but need not verify confirm or investigate the contents thereofaccuracy of the mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture Agreement, the Pledge Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (a) of this Section;
(ii) the Trustee Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee Purchase Contract Agent was negligent in ascertaining the pertinent facts; and and
(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture Agreement or the Pledge Agreement or the Remarketing Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in 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 is not reasonably assured to it.
(ec) Whether or not therein expressly so provided, every provision of this Indenture Agreement, the Pledge Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 701 Article.
(d) The Purchase Contract Agent is authorized to execute and Section 703deliver the Pledge Agreement and the Remarketing Agreement in its capacity as Purchase Contract Agent.
Appears in 2 contracts
Sources: Purchase Contract Agreement (American International Group Inc), Purchase Contract Agreement (American International Group Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i) this paragraph does SubSection shall not be construed to limit the effect of Section 701(a); SubSections (a) or (d) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it majority in principal amount of the Outstanding Securities of any series, given pursuant to Section 6126.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (International Business Machines Corp), Indenture (Ibm International Group Capital LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to Securities of any series,
(1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has with respect to Securities of any series shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any one or more series, as provided herein, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Grand Court Lifestyles Inc), Indenture (Grand Court Lifestyles Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and as are provided by the Trust Indenture Act, and and, except for implied covenants or obligations under the Trust Indenture Act, no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture, Indenture but need not verify confirm or investigate the contents thereofaccuracy of any mathematical calculations or other facts stated therein.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Subsection (a) of this Section 701(a); 601;
(ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it majority in principal amount of the Outstanding Securities of any series, given pursuant to Section 612.512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.
Appears in 2 contracts
Sources: Indenture (NuStar Pipeline Operating Partnership L.P.), Indenture (Valero Logistics Operations Lp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith willful misconduct or gross negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i) this paragraph does Subsection shall not be construed to limit the effect of clause (a) of this Section 701(a); 601;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities; and
(div) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.
Appears in 2 contracts
Sources: Indenture (AMC Networks Inc.), Indenture (Cablevision Systems Corp /Ny)
Certain Duties and Responsibilities. (a) Except during the continuance of an Indenture Event of Default,:
(1i) the Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture, Indenture and no implied others and no covenants or obligations duties shall be read into this Indenture against implied herein in connection with the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the . The Trustee, the Trustee however, shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture, but need the Trustee shall not verify the contents thereofbe required to determine, confirm or recalculate information contained in such certificates or opinions.
(b) In case If an Indenture Event of Default has occurred and is continuing, the Trustee shall exercise such of the its rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision The Trustee shall not be liable for any action taken or omitted by it in good faith in connection with the performance of this Indenture shall be construed to relieve the Trustee from liability its duties hereunder, except for its own negligent actionwillful misconduct or gross negligence. In particular, its own negligent failure to act, or its own willful misconduct, except that but without limiting the generality of the foregoing:
(i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of in judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iiiii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a direction the directions received by it pursuant from the Noteholders in accordance with this Indenture; and
(iii) the Trustee shall not be liable for acting in good faith reliance on the information provided to the Trustee as described in Section 6123.10.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee (solely in its role as Trustee and not in its role as substitute Servicer) shall be subject to the provisions of this Section 701 Section.
(f) The Trustee is hereby authorized to execute and Section 703deliver the Sale and Servicing Agreement by duly executing the consent and agreement line at the end of the Sale and Servicing Agreement.
Appears in 2 contracts
Sources: Indenture (Fidelity Leasing Inc), Indenture (Fidelity Leasing Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision the provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their its exercise thereof, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent actionmisconduct, its own negligent failure to act, act or its own willful misconduct, misconduct except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powerspowers under this Indenture, if repayment unless the Trustee has received security and indemnity satisfactory to it against any loss, liability or expense. The Trustee shall not be liable for any error of such funds or adequate indemnity against such risk or liability judgment unless it is not reasonably assured to itproved that the Trustee was negligent in the performance of its duties hereunder.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.01.
(e) None of the Trustee or any agent of the Trustee shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Herc Holdings Inc), Indenture (Herc Holdings Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct, except that that:
(i) this paragraph does Subsection (C) shall not be construed to limit the effect of Subsections (a) or (d) of this Section 701(a); 7.01;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and:
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, determined as provided herein, relating to Section 612the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.;
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (MPLX Operations LLC), Subordinated Indenture (MPLX Operations LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a70l(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703.
Appears in 2 contracts
Sources: Indenture (Adesa California, LLC), Indenture (Adesa California, LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Debt Securities of any series,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to Debt Securities of any series has occurred and is continuing, the Trustee shall shall, with respect to the Debt Securities of such series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No Subject to Section 6.04, no provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Debt Securities of any series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Debt Securities of such series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;
(d4) No provision of this Indenture shall require the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it; and
(5) the Trustee shall not be charged with knowledge of any default or Event of Default or any other act or circumstance upon the occurrence of which the Trustee may be required to take action unless a Responsible Officer of the Trustee obtains actual knowledge of such default, Event of Default, act or circumstance or unless written notice referencing this Indenture or the Debt Securities is received by the Trustee at the Corporate Trust Office.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (TMS Venture Holdings Inc), Indenture (Money Store Inc /Nj)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to Securities of any series,
(1i) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to Securities of any series has occurred and is continuing, the Trustee shall exercise exercise, with respect to Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it majority in principal amount of the Outstanding Securities of any series pursuant to the provisions of Section 612.5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(div) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Argyle Television Inc), Indenture (Argyle Television Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture or the TIA, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but provided, however, that in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same certificates or opinions to determine whether or not not, on their face, they conform to the requirements of to this Indenture, Indenture (but need not verify investigate or confirm the contents thereofaccuracy of any facts stated therein).
(b) In case an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i1) this This paragraph does (c) shall not be construed to limit the effect of paragraph (a) of this Section 701(a); 5.1;
(ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii3) the The Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by it of the Holders of a majority in principal amount of the Outstanding Securities (or such lesser amount as shall have acted at a meeting pursuant to Section 612the provisions of this Indenture) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 5.1.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability, cost or expense (including, without limitation, reasonable fees of counsel).
(f) The Trustee shall not be obligated to pay interest on any money or other assets received by it unless otherwise agreed in writing with the Company. Assets held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h) The Trustee shall not be deemed to have notice or actual knowledge of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact a Default is received by the Trustee pursuant to Section 70314.2, and such notice references the Securities and this Indenture.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent, authenticating agent, Conversion Agent or Registrar acting hereunder.
Appears in 2 contracts
Sources: Indenture (Curagen Corp), Indenture (Vitesse Semiconductor Corp)
Certain Duties and Responsibilities. (a) Except during the a continuance of an Event of Default,:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and the Collateral Agency Agreement, and no implied covenants or obligations shall be read into this Indenture and the Collateral Agency Agreement against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, requests, orders or opinions furnished to the Trustee and conforming to the requirements of this IndentureIndenture and the Collateral Agency Agreement, as applicable; but in the case of any such certificates or opinions that which by any provision hereof or of the Collateral Agency Agreement are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this IndentureIndenture and the Collateral Agency Agreement, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful wilful misconduct, except that that:
(i) this paragraph does clause (c) shall not be construed to limit the effect of clause (a) of this Section 701(a); 5.1;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it majority in Principal Amount (or such other amount as may be provided in or pursuant to Section 612.this Indenture) of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee under this Indenture or the Collateral Agency Agreement; and
(div) No no provision of this Indenture or the Collateral Agency Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to itit (including, without limitation, adequate indemnity reasonably satisfactory to the Trustee against any environmental liabilities against the Trustee arising out of the performance of its duties hereunder and under the Collateral Agency Agreement).
(ed) Whether or not therein expressly so provided, every provision of this Indenture or the Collateral Agency Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7035.1.
Appears in 2 contracts
Sources: Trust Indenture (Midamerican Energy Holdings Co /New/), Trust Indenture (Williams Companies Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision the provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powerspowers under this Indenture, if repayment unless the Trustee has received security and indemnity satisfactory to it against any loss, liability or expense. The Trustee shall not be liable for any error of such funds or adequate indemnity against such risk or liability judgment unless it is not reasonably assured to itproved that the Trustee was negligent in the performance of its duties hereunder.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.01.
Appears in 2 contracts
Sources: Indenture (NorthStar Realty Europe Corp.), Indenture (Northstar Realty Finance Corp.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Notes,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to Notes has occurred and is continuing, the Trustee shall shall, with respect to the Notes, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Notes in good faith in accordance with the direction of the holders of at least a direction received by it pursuant majority in principal amount of the Outstanding Notes relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(d4) No provision of this Indenture shall require the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(e5) the Trustee shall cooperate and comply with any order or directive of a Gaming Authority in connection with this Indenture, including that the Trustee submit an application for any license, finding of suitability or other approval pursuant to any Gaming Laws (unless the Trustee shall have submitted its resignation) and will cooperate fully and completely in any proceeding related to such application; provided the Company agrees to prepare (or cause the Subsidiary Guarantors to prepare) all documentation in connection with any such order, directive, application and proceeding and to reimburse the Trustee for all costs and expenses incurred by it in connection therewith.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (MGM Mirage), Indenture (MGM Mirage)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, misconduct except that that:
(i) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction received by it of Holders pursuant to Section 6125.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Western Wireless Corp), Indenture (Western Wireless Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to Securities of any series,
(1) the Trustee undertakes to perform perform, with respect to Securities of such series, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has with respect to Securities of any series shall have occurred and is be continuing, the Trustee shall exercise exercise, with respect to Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that that
(i1) this paragraph does clause (c) shall not be construed to limit the effect of Section 701(a); clause (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any one or more series, as provided herein, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Interstate Power Co), Indenture (Interstate Power & Light Co)
Certain Duties and Responsibilities. (a) Except during Each of the continuance of an Event of Default,Purchase Contract Agent and Trustee:
(1i) the Trustee undertakes to perform perform, with respect to the Units and Purchase Contracts, such duties and only such duties as are specifically delegated to it and set forth in this IndenturePurchase Contract Agreement, and no implied covenants or obligations shall be read into this Indenture Purchase Contract Agreement against the Purchase Contract Agent or Trustee; and
(2ii) in the absence of gross negligence, willful misconduct or bad faith on its own part, may, with respect to the Trustee may Units and Purchase Contracts, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Purchase Contract Agent or the Trustee, as applicable, and conforming to the requirements of this Indenture; Purchase Contract Agreement but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Purchase Contract Agent or the Trustee, as applicable, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Purchase Contract Agreement (but need not verify confirm or investigate the contents thereofaccuracy of the mathematical calculations or other facts stated therein and may assume the genuineness of all signatures).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture Purchase Contract Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, its own willful misconduct or its own willful misconductbad faith, except that that:
(i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.;
(dii) No no provision of this Indenture Purchase Contract Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability reasonably satisfactory to the Purchase Contract Agent is not reasonably assured provided to it; and
(iii) the Purchase Contract Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in number of the Outstanding Purchase Contracts.
(ec) Whether or not therein herein expressly so provided, every provision of this Indenture Purchase Contract Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 701 and Section 7037.01.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Post Holdings, Inc.), Purchase Contract Agreement (McDermott International Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision the provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that
(1) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in 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 is not reasonably assured to it;
(i2) this paragraph does subsection (c) shall not be construed to limit the effect of Subsection (a) of this Section 701(a); 6.1;
(ii3) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii4) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount at maturity of the Outstanding Securities determined as provided in Sections 1.1, 1.4 and 5.12, relating to Section 612the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.1.
Appears in 2 contracts
Sources: Indenture (Fox Kids Worldwide Inc), Indenture (Fox Kids Worldwide Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of a Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trusteeopinions, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not to verify the contents thereof.
(b) In case an Event of a Default has occurred and is continuingcontinuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice of such Default shall have been given to the Trustee by the Company, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(1) this paragraph (c) No provision of this Indenture shall not be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); paragraph (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (United Artists Theatre Co), Indenture (United Artists Theatre Co)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(1i) the Trustee undertakes to perform such duties and only perform, with respect to the Units, such duties as are specifically set forth in this IndentureAgreement, the Pledge Agreement and the Remarketing Agreement, unless otherwise provided in the applicable Issuer Order, and no implied covenants or obligations shall be read into this Indenture Agreement, the Pledge Agreement or the Remarketing Agreement against the TrusteePurchase Contract Agent; and
(2ii) in the absence of bad faith or gross negligence on its part, may, with respect to the Trustee may Units, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Purchase Contract Agent and conforming to the requirements of this Indenture; Agreement or the Pledge Agreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureAgreement, the Pledge Agreement or the Remarketing Agreement, as applicable (but need not verify confirm or investigate the contents thereofaccuracy of the mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture Agreement, the Pledge Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does Section 7.1(b) shall not be construed to limit the effect of Section 701(a7.1(a); ;
(ii) the Trustee Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved shall be conclusively determined by a court of competent jurisdiction that the Trustee Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts; and and
(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture Agreement or the Pledge Agreement or the Remarketing Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ec) Whether or not therein expressly so provided, every provision of this Indenture Agreement, the Pledge Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 701 Section.
(d) The Purchase Contract Agent is authorized to execute and Section 703deliver the Pledge Agreement and the Remarketing Agreement in its capacity as Purchase Contract Agent.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Aegon Funding Co LLC), Purchase Contract Agreement (Aegon Nv)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this IndentureIndenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but . However, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a7.01(a); (ii) the Trustee ------- shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.6.06. ----
(d) No provision of this Indenture shall require the The Trustee may refuse to perform any duty or exercise any right or power or expend or risk its own funds or otherwise incur any financial liability in the performance of unless it receives indemnity satisfactory to it against any of its duties hereunder loss, liability or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itexpense.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 Sections 7.01 and Section 7037.03.
Appears in 2 contracts
Sources: Indenture (Lyondell Chemical Co), Indenture (Equistar Chemicals Lp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to any series of Securities, of which a Responsible Officer of the Trustee has actual knowledge, has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that that:
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series determined as provided in Section 5.12, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties hereunder hereunder, or in 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 indemnity, reasonably satisfactory to it, against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Junior Subordinated Debt Securities Indenture (Travelers Property Casualty Corp), Junior Subordinated Debt Securities Indenture (Travelers Property Casualty Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, misconduct except that that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction received by it of Holders pursuant to Section 6125.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Junior Subordinated Indenture (Pmi Group Inc), Junior Subordinated Indenture (Pmi Capital I)
Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by this Indenture and the Trust Indenture Act.
(a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not to verify the contents thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does (c) shall not be construed to limit the effect of Section 701(a); paragraph (iia) of this section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 satisfactory to it against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Fluor Corp), Indenture (Fluor Corp)
Certain Duties and Responsibilities. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(b) Except during the continuance of an Event of Default,:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this IndentureIndenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but . However, in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereof.
(b) In case an Event accuracy of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise mathematical calculations or use under the circumstances in the conduct of such person’s own affairsother facts stated therein).
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does not limit the effect of Section 701(a); paragraph (b) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6126.12 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itliability.
(ef) Whether or The Trustee shall not therein expressly so provided, every provision of this Indenture relating be liable for interest on any money received by it except as the Trustee may agree in writing with the Partnership. Money held in trust by the Trustee need not be segregated from other funds except to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703extent required by law.
Appears in 2 contracts
Sources: Indenture (Northern Border Partners Lp), Indenture (Northern Border Partners Lp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture or the TIA, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but provided, however, that in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same certificates or opinions to determine whether or not not, on their face, they conform to the requirements of to this Indenture, Indenture (but need not verify investigate or confirm the contents thereofaccuracy of any facts stated therein).
(b) In case an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i1) this This paragraph does (c) shall not be construed to limit the effect of paragraph (a) of this Section 701(a); 5.1;
(ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii3) the The Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by it of the Holders of a majority in principal amount of the Outstanding Securities (or such lesser amount as shall have acted at a meeting pursuant to Section 612the provisions of this Indenture) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 5.1.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability, cost or expense (including, without limitation, reasonable fees of counsel).
(f) The Trustee shall not be obligated to pay interest on any money or other assets received by it unless otherwise agreed in writing with the Company. Assets held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h) The Trustee shall not be deemed to have notice or actual knowledge of any Event of Default or a Registration Default (as such term is defined in the Registration Rights Agreement) or the obligation of the Company to pay Liquidated Damages unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact a Default is received by the Trustee pursuant to Section 70314.2 hereof, and such notice references the Securities and this Indenture.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent, authenticating agent, Conversion Agent or Registrar acting hereunder.
Appears in 2 contracts
Sources: Indenture (Vertex Pharmaceuticals Inc / Ma), Indenture (Vertex Pharmaceuticals Inc / Ma)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to any series of Securities,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and
(2) in the absence of bad faith on its part, the Trustee may may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming on their face to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine only whether or not they conform on their face to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such of the series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders or a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Financial Institutions Inc), Indenture (Financial Institutions Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture or the TIA, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but provided, however, that in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same certificates or opinions to determine whether or not not, on their face, they conform to the requirements of to this Indenture, Indenture (but need not verify investigate or confirm the contents thereofaccuracy of any facts stated therein).
(b) In case an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i1) this This paragraph does (c) shall not be construed to limit the effect of paragraph (a) of this Section 701(a); 9.01;
(ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii3) the The Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a direction received by it of the Holders of a majority in principal amount of the outstanding Securities (or such lesser amount as shall have acted at a meeting pursuant to Section 612the provisions of this Indenture) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 9.01.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability, cost or expense (including, without limitation, reasonable fees of counsel).
(f) The Trustee shall not be obligated to pay interest on any money or other assets received by it unless otherwise agreed in writing with the Company. Assets held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, Security, coupon, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h) The Trustee shall not be deemed to have notice or actual knowledge of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact a Default is received by the Trustee pursuant to Section 70313.02 hereof, and such notice references the Securities and this Indenture.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent, authenticating agent, Conversion Agent or Registrar acting hereunder.
Appears in 2 contracts
Sources: Indenture (Vertex Pharmaceuticals Inc / Ma), Indenture (Vertex Pharmaceuticals Inc / Ma)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,:
(1i) each of the Trustee and the Note Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee or the Note Administrator; and any permissive right of the Trustee or the Note Administrator contained herein shall not be construed as a duty; and
(2ii) in the absence of manifest error, or bad faith on its part, each of the Note Administrator and the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and the Note Administrator, as the case may be, and conforming to the requirements of this Indenture; but provided, however, that in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the TrusteeTrustee or the Note Administrator, the Trustee and the Note Administrator shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this IndentureIndenture and shall promptly notify the party delivering the same if such certificate or opinion does not conform. If a corrected form shall not have been delivered to the Trustee or the Note Administrator within fifteen (15) days after such notice from the Trustee or the Note Administrator, but need not verify the contents Trustee or the Note Administrator, as applicable, shall notify the party providing such instrument and requesting the correction thereof.
(b) In case an Event of Default actually known to a Trust Officer of the Trustee or the Note Administrator has occurred and is continuing, the Trustee shall or the Note Administrator, as applicable, shall, prior to the receipt of directions, if any, from a Majority of the Controlling Class (or other Noteholders to the extent provided in Article 5 hereof), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their its exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs.
(c) If, in performing its duties under this Indenture, the Trustee or the Note Administrator is required to decide between alternative courses of action, the Trustee and the Note Administrator may request written instructions from, prior to an Event of Default, the Collateral Manager, and after an Event of Default has occurred and is continuing, the Controlling Class, as to courses of action desired by it. If the Trustee and the Note Administrator does not receive such instructions within two (2) Business Days after it has requested them, it may, but shall be under no duty to, take or refrain from taking such action. The Trustee and the Note Administrator shall act in accordance with instructions received after such two (2) Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions. The Trustee and the Note Administrator shall be entitled to request and rely on the advice of legal counsel and Independent accountants in performing its duties hereunder and be deemed to have acted in good faith and shall not be subject to any liability if it acts in accordance with such advice.
(d) No provision of this Indenture shall be construed to relieve the Trustee or the Note Administrator from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that neither the Trustee nor the Note Administrator shall be liable:
(i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved shall be proven that the Trustee it was negligent in ascertaining the pertinent facts; and or
(iiiii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Issuer, the Collateral Manager, and/or a direction received by it pursuant Majority of the Controlling Class relating to Section 612the time, method and place of conducting any Proceeding for any remedy available to the Trustee or the Note Administrator in respect of any Note or exercising any trust or power conferred upon the Trustee or the Note Administrator under this Indenture.
(de) No provision of this Indenture shall require the Trustee or the Note Administrator to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powerspowers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itit unless such risk or liability relates to its ordinary services under this Indenture, except where this Indenture provides otherwise.
(ef) Whether Neither the Trustee nor the Note Administrator shall be liable to the Noteholders for any action taken or not therein expressly so providedomitted by it at the direction of the Issuer, every provision the Co-Issuer, the Collateral Manager, the Servicer, the Special Servicer, the Controlling Class, the Trustee (in the case of the Note Administrator), the Note Administrator (in the case of the Trustee) and/or a Noteholder under circumstances in which such direction is required or permitted by the terms of this Indenture.
(g) Neither the Trustee nor the Note Administrator shall have any obligation to verify the compliance by the Issuer, the EU/UK Retention Holder or the Retention Holder with the U.S. Credit Risk Retention Rules or the EU/UK Risk Retention Letter.
(h) Neither the Trustee nor the Note Administrator (including in its capacity as Calculation Agent) shall have any (i) liability or responsibility for the selection of an alternative rate as a successor or replacement benchmark and shall be entitled to rely upon any designation of such a rate by the Benchmark Agent and by the Benchmark Agent and (ii) liability for any failure or delay in performing its duties under this Indenture relating to as a result of the conduct unavailability of Term SOFR or affecting the liability of or affording protection to Benchmark Replacement, in each case as described in the definition thereof. The Note Administrator and the Trustee shall be subject entitled to rely upon the notices provided by the Benchmark Agent facilitating or specifying the Benchmark Replacement, Benchmark Replacement Date, Benchmark Replacement Conforming Changes and such other administrative procedures with respect to the provisions calculation of any Benchmark Replacement.
(i) For all purposes under this Indenture, neither the Trustee nor the Note Administrator shall be deemed to have notice or knowledge of any Default or Event of Default, unless a Trust Officer of either the Trustee or the Note Administrator, as applicable, has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default or Default is received by the Trustee or the Note Administrator, as applicable at the respective Corporate Trust Office, and such notice references the Notes and this Indenture. For purposes of determining the Trustee’s and the Note Administrator’s responsibility and liability hereunder, whenever reference is made in this Indenture to such an Event of Default or a Default, such reference shall be construed to refer only to such an Event of Default or Default of which the Trustee or the Note Administrator, as applicable, is deemed to have notice as described in this Section 701 6.1.
(j) The Trustee and Section 703the Note Administrator shall, upon reasonable prior written notice, permit the Issuer, the Collateral Manager and their designees, during its normal business hours, to review all books of account, records, reports and other papers of the Trustee relating to the Notes and to make copies and extracts therefrom (the reasonable out-of-pocket expenses incurred in making any such copies or extracts to be reimbursed to the Trustee or the Note Administrator, as applicable, by such Person).
(k) Upon written request, the Trustee and the Note Administrator shall provide to the Issuer, the Placement Agents or any agent thereof any information specified by such parties regarding the Holders of the Notes and payments on the Notes that is reasonably available to the Trustee or the Note Administrator, as the case may be, and may be necessary for FATCA compliance, subject in all cases to confidentiality provisions.
Appears in 2 contracts
Sources: Indenture (TPG RE Finance Trust, Inc.), Indenture (TPG RE Finance Trust, Inc.)
Certain Duties and Responsibilities. (a) Except during Each of the continuance of an Event of Default,Purchase Contract Agent and Trustee:
(1i) the Trustee undertakes to perform perform, with respect to the Units and Purchase Contracts, such duties and only such duties as are specifically delegated to it and set forth in this IndenturePurchase Contract Agreement, and no implied covenants or obligations shall be read into this Indenture Purchase Contract Agreement against the Purchase Contract Agent or Trustee; and
(2ii) in the absence of gross negligence, willful misconduct or bad faith on its own part, may, with respect to the Trustee may Units and Purchase Contracts, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Purchase Contract Agent or the Trustee, as applicable, and conforming to the requirements of this Indenture; Purchase Contract Agreement but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Purchase Contract Agent or the Trustee, as applicable, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Purchase Contract Agreement (but need not verify confirm or investigate the contents thereofaccuracy of the mathematical calculations or other facts stated therein and may assume the genuineness of all signatures).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture Purchase Contract Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, act or its own willful misconduct, except that that:
(i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.;
(dii) No no provision of this Indenture Purchase Contract Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability satisfactory to the Purchase Contract Agent is not reasonably assured provided to it; and
(iii) the Purchase Contract Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in number of the Outstanding Purchase Contracts.
(ec) This Purchase Contract Agreement shall not be deemed to create a fiduciary relationship under state or federal law between Wilmington Trust, National Association, in its capacity as the Purchase Contract Agent, and any Holder of any Equity-Linked Security or between Wilmington Trust, National Association, in its capacity as Trustee under the Indenture, and any Holder of any Purchase Contract (whether separated or as part of a Unit). Nothing herein shall be deemed to govern or effect the Trustee’s rights, duties, responsibilities, benefits, protections, indemnities or immunities with respect to the Notes, which shall be governed by the Indenture.
(d) Whether or not therein herein expressly so provided, every provision of this Indenture Purchase Contract Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 701 and Section 7037.01.
Appears in 2 contracts
Sources: Purchase Contract Agreement, Purchase Contract Agreement (Dynegy Inc.)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(1i) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically set forth in this Indenture, Agreement and the Remarketing Agreement to be performed by the Purchase Contract Agent and no implied covenants or obligations shall be read into this Indenture Agreement or the Remarketing Agreement against the TrusteePurchase Contract Agent; and
(2ii) in the absence of bad faith on its part, may, with respect to the Trustee may Units, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Purchase Contract Agent and conforming to the requirements of this Indenture; Agreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureAgreement or the Remarketing Agreement, as applicable (but need not verify confirm or investigate the contents thereofaccuracy of the mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does Section 7.01(b) shall not be construed to limit the effect of Section 701(a7.01(a) and Section 7.01(c); ;
(ii) the Trustee Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved shall be conclusively determined by a court of competent jurisdiction that the Trustee Purchase Contract Agent was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.and
(dc) No provision of this Indenture Agreement or the Remarketing Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur financial any liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 701 Section.
(e) The Purchase Contract Agent is authorized to execute and Section 703deliver the Remarketing Agreement in its capacity as Purchase Contract Agent. The rights, privileges, protections, immunities and benefits afforded to the Purchase Contract Agent and each Indemnitee under this Agreement, including, without limitation, its and their rights to be indemnified, shall also extend to and cover the Purchase Contract Agent and each Indemnitee with respect to the role of the Purchase Contract Agent as Purchase Contract Agent under, including action taken, omitted to be taken or suffered by the Purchased Contract Agent pursuant to, the Remarketing Agreement.
(f) On or prior to the date that is 30 days prior to the first day of the Applicable Remarketing Period, at the Company’s request given at least five Business Days prior to such 30th day, the Purchase Contract Agent shall deliver to the Company and the Remarketing Agent(s) an executed counterpart of the Remarketing Agreement, signed by an authorized signatory of the Purchase Contract Agent.
Appears in 2 contracts
Sources: Purchase Contract and Pledge Agreement (Great Plains Energy Inc), Purchase Contract and Pledge Agreement (Great Plains Energy Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of paragraph (a) of this Section 701(a)701; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section Sections 701 and Section 703703 hereof.
Appears in 2 contracts
Sources: Indenture (Dirsamex Sa De Cv), Indenture (Atlantic Health Group Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault known to the Trustee,
(1i) the Trustee undertakes to perform such duties duties, and only such duties duties, as are specifically and expressly set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, relating to Section 612the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
Appears in 2 contracts
Sources: Indenture (Sabra Health Care REIT, Inc.), Indenture (Sabra Health Care Limited Partnership)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,The Purchase Contract Agent:
(1i) the Trustee undertakes to perform perform, with respect to the Units, such duties and only such duties as are specifically set forth to be performed by it in this IndentureAgreement, the Pledge Agreement and the Remarketing Agreement and no implied covenants or obligations shall be read into this Indenture Agreement, the Pledge Agreement or the Remarketing Agreement against the TrusteePurchase Contract Agent; and
(2ii) in the absence of bad faith or gross negligence on its part, may, with respect to the Trustee may Units, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee Purchase Contract Agent and conforming to the requirements of this Indenture; Agreement or the Pledge Agreement or the Remarketing Agreement, as applicable, but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the TrusteePurchase Contract Agent, the Trustee Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this IndentureAgreement, the Pledge Agreement or the Remarketing Agreement, as applicable (but need not verify confirm or investigate the contents thereofaccuracy of the mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture Agreement, the Pledge Agreement or the Remarketing Agreement shall be construed to relieve the Trustee Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (a) of this Section;
(ii) the Trustee Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved shall be conclusively determined by a court of competent jurisdiction that the Trustee Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts; and and
(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture Agreement or the Pledge Agreement or the Remarketing Agreement shall require the Trustee Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ec) Whether or not therein expressly so provided, every provision of this Indenture Agreement, the Pledge Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee Purchase Contract Agent shall be subject to the provisions of this Section 701 Section.
(d) The Purchase Contract Agent is authorized to execute and Section 703deliver the Pledge Agreement and the Remarketing Agreement in its capacity as Purchase Contract Agent.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Public Service Co of New Mexico), Purchase Contract Agreement (PNM Resources Inc)
Certain Duties and Responsibilities. (a1) Except during the continuance of an Event of Default,
(1A) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and as are provided by the Trust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2B) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of any mathematical calculations or other facts stated therein).
(b2) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(iA) this paragraph does Subsection shall not be construed to limit the effect of the first paragraph of this Section 701(a); 601;
(iiB) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iiiC) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 512, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(dD) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it. The Trustee shall not be required to give any bond or surety in respect of the performance of its power or duties hereunder.
(e4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 601.
(5) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and Section 703liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Sources: Indenture (CVR Nitrogen Holdings, LLC), Indenture (Coffeyville Resources, LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, misconduct except that that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction received by it of Holders pursuant to Section 6125.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Citizens Funding Trust IV), Indenture (Citizens Banking Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event a default with respect to the Securities of Default,any series;
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but provided that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not to verify the contents thereof.
(b) In case an Event of Default a default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.;
(dii) No no provision of this Indenture shall require the Trustee to expend spend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is satisfactory to the Trustee has not reasonably been assured to it; and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 512, relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703601.
Appears in 2 contracts
Sources: Indenture (PPL Energy Supply LLC), Indenture (PPL Electric Utilities Corp)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture but need not verify the accuracy of the contents thereof or whether procedures specified by or pursuant to the provisions of this Indenture have been followed in the preparation thereof.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 6.12, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series;
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.; and
(e5) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Renaissance Centro Arlington, LLC), Indenture (Renaissance Centro Arlington, LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault known to the Trustee,
(1i) the Trustee undertakes to perform such duties duties, and only such duties duties, as are specifically and expressly set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series, relating to Section 612the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in 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 is not reasonably assured to it. The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder.
Appears in 2 contracts
Sources: Indenture (Sabra Health Care REIT, Inc.), Indenture (Sabra Mecosta LLC)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth trust of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of any series, determined as provided in Section 2.09 and relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(div) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Senior Subordinated Indenture (Choice One Communications Inc), Senior Indenture (Choice One Communications Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,Default with respect to the Securities of a particular series:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and as are provided by the Trust Indenture Act with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuingcontinuing with respect to the Securities of a particular series, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own bad faith or willful misconduct, except that that:
(i) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it majority in aggregate principal amount of the Outstanding Securities of any series, given pursuant to Section 612.5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(div) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not Regardless of whether therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Sanchez Production Partners LP), Indenture (Sanchez Production Partners LP)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Securities of any series,
(1i) the Trustee undertakes to perform perform, with respect to the Securities of such series, such duties and only such duties as are specifically set forth in this IndentureIndenture and the Trust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may may, with respect to the Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsections (a) and (d) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of any series relating to Section 612the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture or relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Nice Systems LTD), Indenture (Nice Systems LTD)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Debt Securities of any series for which the Trustee is serving as such,
(1) the such Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the such Trustee; and
(2) in the absence of bad faith on its part, the such Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the such Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the such Trustee, the such Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to a series of Debt Securities has occurred and is continuing, the Trustee for the Debt Securities of such series shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee for Debt Securities of any series from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture shall require the Trustee for any series of Debt Securities to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in 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 is not reasonably assured to it.
(e1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith and in accordance with the direction of Holders pursuant to Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee for any series of Debt Securities shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 2 contracts
Sources: Indenture (Provident Capital Trust Iv), Indenture (Provident Capital Trust Iv)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Debt Securities of any series,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to Debt Securities of any series has occurred and is continuing, the Trustee shall shall, with respect to the Debt Securities of such series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Debt Securities of any series in good faith in accordance with the direction of the Holders of a direction received majority in principal amount of the Outstanding Debt Securities of such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;
(4) the Trustee is under no obligation or duty to pay interest on or invest any funds deposited with it except as specifically provided in this Indenture, and all investment activities undertaken by it the Trustee, if any, shall be at and pursuant to Section 612.the written instruction of the Company; and
(d5) No provision of this Indenture shall require the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 Section.
(e) Any opinion required or permitted to be delivered to the Trustee hereunder may be addressed and Section 703delivered to the entity serving as Trustee hereunder solely in its individual capacity and not in its capacity as Trustee, fiduciary or as representative of the holders of such Debt Securities and Coupons issued by the Company.
Appears in 2 contracts
Sources: Subordinated Indenture (Reinsurance Group of America Inc), Subordinated Indenture (Rga Capital Trust Ii)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform perform, with respect to Notes, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may may, with respect to Notes, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture, but Indenture (and need not verify confirm or investigate the contents thereofaccuracy of calculations or other facts stated therein).
(b) In case If an Event of Default has occurred and is continuing, the Trustee shall exercise exercise, with respect to the Notes, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i1) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); sub-section (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the outstanding Notes, as provided herein, relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal or financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,Default known to the Trustee:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and the other Transaction Documents to which it is a party, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default has occurred and is continuingcontinuing to the actual knowledge of a Responsible Officer of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer, unless it is shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction received by it pursuant of the Noteholders in accordance with Section 7.13 relating to Section 612.the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(div) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 satisfactory to it, against such risk or liability is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of DefaultDefault with respect to the Securities,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture with respect to the Securities, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof.
(b) In case an Event of Default with respect to the Securities of a series has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such of the series such rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such person’s Person's own affairs.
(c) No provision provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that
(i1) this paragraph does Subsection shall not be construed to limit the effect of Section 701(a); Subsection (iia) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officerresponsible officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the Outstanding Securities of a series relating to Section 612.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and
(d4) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(e) . Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703Section.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not verify confirm or investigate the contents thereofaccuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s 's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.
(d) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in 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 is not reasonably assured to it.
(ed) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 7036.01.
Appears in 1 contract
Sources: Indenture (Golden Sky DBS Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
The Trustee (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureAgreement, and no implied covenants or obligations shall be read into this Indenture Agreement against the Trustee; and
Trustee and (2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished pursuant to the Trustee and conforming to the requirements of this IndentureAgreement; but in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereofAgreement.
(b) In case an Event Notwithstanding the appointment of Default has occurred the Master Servicer hereunder, the Trustee is hereby empowered to perform the duties of the Master Servicer hereunder whether following the failure of the Master Servicer to perform, pursuant to Section 8.20 hereof or otherwise. Specifically, and is continuingnot in limitation of the foregoing, the Trustee shall exercise such have the power:
(i) to collect Mortgagor payments;
(ii) to foreclose on defaulted Mortgage Loans;
(iii) to enforce due-on-sale clauses and to enter into assumption and substitution agreements as permitted by Section 8.12 hereof;
(iv) to deliver instruments of satisfaction pursuant to Section 8.14;
(v) to make Delinquency Advances and Servicing Advances and to pay Compensating Interest, and
(vi) to enforce the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairsMortgage Loans.
(c) No provision of this Indenture Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that that:
(i) this paragraph does subsection shall not be construed to limit the effect of Section 701(a); subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust an Authorized Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 104 106 (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Certificate Insurer or of the Owners of a direction received by it pursuant majority in Percentage Interest of the Certificates of the affected Class or Classes and the Certificate Insurer relating to Section 612the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement relating to such Certificates.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 Section.
(e) No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in 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 is not reasonably assured to it.
(f) The permissive right of the Trustee to take actions enumerated in this Agreement shall not be construed as a duty and Section 703the Trustee shall not be answerable for other than its own negligence or willful misconduct.
(g) The Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Agreement, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so taken. The Trustee shall receive from the Sponsor promptly upon demand therefor, reimbursement of expenses as are described in the fee quote letter, dated February 26, 1999 and executed by the Sponsor.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Advanta Mortgage Conduit Services Inc)
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,Default known to the Trustee:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this IndentureIndenture and the other Transaction Documents to which it is a party, and no implied covenants or obligations shall be read into this Indenture or such other Transaction Documents against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but provided that in the case of any such certificates or opinions that which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this IndentureIndenture and shall promptly, but need in any event within three Business Days in the case of an Officer’s certificate furnished by the Collateral Manager, notify the party delivering the same if such certificate or opinion does not verify conform. If a corrected form shall not have been delivered to the contents thereofTrustee within 15 days after such notice from the Trustee, the Trustee shall so notify the Holders.
(b) In case an Event of Default known to the Trustee has occurred and is continuing, the Trustee shall shall, prior to the receipt of directions, if any, from the Majority Holders, or such other percentage as permitted by this Indenture, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that that:
(i) this paragraph does sub-Section (c) shall not be construed to limit the effect of sub-Section 701(a); (a) of this Section 6.1;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved shall be proven that the Trustee was negligent in ascertaining the pertinent facts; and ;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction received of the Issuer, the Liquidation Agent or the Collateral Manager in accordance with this Indenture and/or the Majority Holders (or such other percentage as may be required by it pursuant the terms hereof) relating to Section 612.the time, method and place of conducting any Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;
(div) No no provision of this Indenture or any other Transaction Document shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powerspowers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to itit (if the amount of such funds or risk or liability is reasonably expected not to exceed the amount available for payment to the Trustee on the immediately succeeding Payment Date, the Trustee shall be deemed to be reasonably assured of such repayment) unless such risk or liability relates to the performance of its ordinary services, including mailing of notices under Article 5, under this Indenture; and
(v) in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage (including lost profits) even if the Trustee has been advised of the likelihood of such damages and regardless of such action.
(d) For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Event of Default described in Sections 5.1(c), (d), (e), (f), (g), (h), (i), (j), (k), (l) or (m) unless a Trust Officer assigned to and working in the Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default or Default is received by the Trustee at the Corporate Trust Office, and such notice references the Notes generally, the Issuer, the Collateral or this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to such an Event of Default or a Default, such reference shall be construed to refer only to such an Event of Default or Default of which the Trustee is deemed to have notice as described in this Section 6.1.
(e) Whether or not therein expressly so provided, every provision of this Indenture and each other Transaction Document to which the Trustee is a party relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 6.1.
(f) If within 80 days after delivery of financial information or disbursements (which delivery may be via posting to the Trustee’s website) the Trustee receives written notice of an error or omission related thereto (a copy of which written notice the Trustee shall promptly provide to the Collateral Manager and the Issuer), and within five Business Days after their receipt of a copy of such written notice the Collateral Manager, on behalf of the Issuer, confirms such error or omission, then the Trustee agrees to use reasonable efforts to correct such error or omission. Beyond such period the Trustee shall not be required to take any action and shall have no responsibility for the same.
(g) In the event that the Trustee has actual knowledge of or is notified that a Portfolio Asset has become a Defaulted Obligation, the Trustee shall promptly notify the Liquidation Agent and the Collateral Manager thereof (unless notified by the Collateral Manager, in which case the Trustee shall only send such notice to the Liquidation Agent); provided that the Trustee shall be under no liability for any failure to provide any notification under this Section 7036.1(g).
(h) The Trustee shall have no duty to monitor or verify whether any Holder (or beneficial owner) is a Section 13
Appears in 1 contract
Sources: Indenture (CION Investment Corp)