Master Indenture. (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate; (c) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Indenture Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Indenture 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 Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Indenture 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 or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, with reasonable prior written notice to Issuer and during Issuer's regular business hours; (g) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder; and (h) the Indenture Trustee shall not be responsible for filing any financing statements or continuation statements in connection with the Notes, but shall cooperate with the Issuer in connection with the filing of such financing statements or continuation statements.
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Master Indenture. (ba) any request or direction The Servicer shall give the Indenture Trustee at least thirty (30) days prior written notice of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate;
(c) whenever Payment Date on which the Noteholders of any Series or Class may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the administration final distribution in respect of this Indenture such Series or Class is payable to Noteholders, the Indenture Trustee shall deem it desirable provide notice to Noteholders of such Series or Class specifying (i) the date upon which final payment of such Series or Class shall be made upon presentation and surrender of Notes of such Series or Class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders.
(b) Notwithstanding a matter final distribution to the Noteholders of any Series or Class (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Account allocated to such Noteholders shall continue to be proved held in trust for the benefit of such Noteholders, and the Paying Agent or established before takingthe Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, suffering or omitting any action hereunderif certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (unless other evidence be herein specifically prescribed) maywhich surrender and payment, in the absence case of bad faith on its partBearer Notes, rely upon an Officer's Certificate;
(d) shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may consult with counsel take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of its own selection their Notes, and the advice cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Account held for the benefit of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(e) the Noteholders. The Indenture Trustee and the Paying Agent 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 Noteholders pursuant to this Indenture, unless such Noteholders shall have offered pay to the Indenture Trustee security Issuer any monies held by them for the payment of principal or indemnity reasonably satisfactory interest that remains unclaimed for two (2) years. After payment to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(f) the Indenture 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 or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, with reasonable prior written notice Noteholders entitled to Issuer and during Issuer's regular business hours;
(g) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder; and
(h) the Indenture Trustee shall not be responsible for filing any financing statements or continuation statements in connection with the Notes, but shall cooperate with money must look to the Issuer in connection with the filing of such financing statements or continuation statementsfor payment as general creditors unless an applicable abandoned property law designates another Person.
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Master Indenture. (b) Any money deposited with the Indenture Trustee or any request Paying Agent, or direction then held by the Issuer, in trust for the payment of the Issuer mentioned herein principal of or interest on any Note of any Series or Class and remaining unclaimed for two years after such principal or interest has become due and payable shall be sufficiently evidenced by paid to the Issuer upon request in an Officer's Certificate;
, or (cif then held by the Issuer) whenever in shall be discharged from such trust; and the administration Holder of this Indenture such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall deem it desirable thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 1.06, a notice that such funds remain unclaimed and that, after a matter date specified in the notice, which shall not be proved less than thirty (30) days from the date on which the notice was first mailed or established before takingpublished to the Holders of the Notes as to which the money to be repaid was held in trust, suffering or omitting any action hereunder, unclaimed balance of such funds then remaining shall be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in to act as Paying Agent for the absence of bad faith Notes on its part, rely upon an Officer's Certificate;
behalf. The Issuer may at any time and from time to time authorize one or more Persons (dincluding the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee may consult with counsel respect to any Series or Class of its own selection Notes issued under this Indenture. Each Paying Agent shall at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States federal or state authority or be regulated by or subject to the advice supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such counsel or any Opinion of Counsel Paying Agent shall be full deemed to be its combined capital and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(e) the Indenture 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 Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(f) the Indenture 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 or other paper or document, but the Indenture Trustee, surplus as set forth in its discretion, may make such further inquiry or investigation into such facts or matters most recent report of condition as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, with reasonable prior written notice to Issuer and during Issuer's regular business hours;
(g) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder; and
(h) the Indenture Trustee shall not be responsible for filing any financing statements or continuation statements in connection with the Notes, but shall cooperate with the Issuer in connection with the filing of such financing statements or continuation statementsso published.
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