DUTIES OF TRUSTEE AND THE FISCAL AGENT Clause Samples
The "Duties of Trustee and the Fiscal Agent" clause defines the specific responsibilities and obligations of the trustee and fiscal agent in managing and administering the terms of a financial agreement, such as a bond issuance or trust arrangement. Typically, this clause outlines tasks such as holding and disbursing funds, maintaining records, ensuring compliance with the agreement, and acting on behalf of the beneficiaries or bondholders. For example, the trustee may be responsible for distributing interest payments, while the fiscal agent might handle administrative tasks like processing transfers. The core function of this clause is to clearly allocate roles and responsibilities, thereby ensuring proper management and reducing the risk of disputes or mismanagement.
DUTIES OF TRUSTEE AND THE FISCAL AGENT. (a) The Fiscal Agent and, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, the Trustee undertake to perform only those duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee or the Fiscal Agent. Any permissive right of the Trustee or Fiscal Agent, as applicable, provided for in this Agreement shall not be construed as a duty of the Trustee or the Fiscal Agent. Subject to Section 7.1(c)(vi), if an Event of Default occurs and is continuing, then, the Trustee shall exercise such of the rights and powers vested in it by this Agreement 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.
(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they on their face conform to the requirements of this Agreement (to the extent such requirements are set forth herein); provided that the Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any other Person to the Trustee pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee's reasonable satisfaction, the Trustee will provide notice thereof to the Certificateholders.
(c) No provision of this Agreement shall be construed to relieve the Trustee or the Fiscal Agent or any of their respective directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent failure to act or their own willful misconduct; provided that:
(i) Neither the Trustee nor the Fiscal Agent nor any of their respective directors, officers, employees, agents or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it (A) in its reasonable business judgment in...