Trustee and Paying Agent. The Trustee makes no undertaking or representation in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of the Notes, any Guarantee, this Thirty-Second Supplemental Indenture or the proper authorization or the due execution hereof by the Issuer or any Subsidiary Guarantor or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Issuer.
Trustee and Paying Agent. 64 Section 7.01. Duties of Trustee and Paying Agent 64 Section 7.02. Rights of Trustee 65 Section 7.03. Individual Rights of Trustee 67 Section 7.04. Trustee’s Disclaimer 67 Section 7.05. Notice of Defaults and Events of Default 67 Section 7.06. Compensation and Indemnity 67 Section 7.07. Replacement of Trustee 68 Section 7.08. Successor Trustee by Merger 69 Section 7.09. Eligibility; Disqualification 69 ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE 70 Section 8.01. Discharge of Liability on Notes 70 Section 8.02. Conditions to Defeasance 70 Section 8.03. Application of Trust Money 72 Section 8.04. Repayment to Issuer 72 Section 8.05. Indemnity for U.S. Governmental Obligations 72 Section 8.06. Reinstatement 72
Trustee and Paying Agent. 64 Section 7.01. Duties of Trustee and Paying Agent 64 Section 7.02. Rights of Trustee 65 Section 7.03. Individual Rights of Trustee 67 Section 7.04. Trustee’s Disclaimer 67 Section 7.05. Notice of Defaults and Events of Default 67 Section 7.06. Compensation and Indemnity 67 Section 7.07. Replacement of Trustee 68 Section 7.08. Successor Trustee by Merger 69 Section 7.09. Eligibility; Disqualification 69 ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE 69 Section 8.01. Discharge of Liability on Notes 69 Section 8.02. Conditions to Defeasance 70 Section 8.03. Application of Trust Money 71 Section 8.04. Repayment to Issuer 72 Section 8.05. Indemnity for U.S. Governmental Obligations 72 Section 8.06. Reinstatement 72 ARTICLE 9 AMENDMENTS 72 Section 9.01. Modification and Waiver 72 Section 9.02. Trustee to Sign Amendments 74 ARTICLE 10 GUARANTEE 74 Section 10.01. The Guarantee 74 Section 10.02. Unconditional Guarantee 74 Section 10.03. Discharge; Reinstatement 75 Section 10.04. Waiver by the Guarantors 75 Section 10.05. Subrogation and Contribution 75 Section 10.06. Stay of Acceleration 75 Section 10.07. Limitation on Amount of Guarantee 75 Section 10.08. Execution and Delivery of Guarantee 75 Section 10.09. Release of Guarantee 76 ARTICLE 11 REPLACEMENT OF NOTES 76 Section 11.01. Replacement of Notes 76
Trustee and Paying Agent. The Trustee has been duly appointed by the Company to serve as, and is, the trustee, security registrar, a transfer agent and a paying agent for the Securities under the Indenture, and the Trustee has duly accepted such appointment under the Indenture and has assumed all rights, powers and obligations of the Original Trustee under the Indenture upon the terms and conditions set forth therein. At the Closing Time, the Agent will have been duly appointed by the Company to serve as, and will be, a paying agent for the Securities under the Indenture, and the Agent will have duly accepted such appointment under the Agency Agreement.
Trustee and Paying Agent. 64 Section 7.01. Duties of Trustee and Paying Agent 64 Section 7.02. Rights of Trustee 65 Section 7.03. Individual Rights of Trustee 66 Section 7.04. Trustee’s Disclaimer 66 Section 7.05. Notice of Defaults and Events of Default 66 Section 7.06. Compensation and Indemnity 67 Section 7.07. Replacement of Trustee 68 Section 7.08. Successor Trustee by Merger 68 Section 7.09. Eligibility; Disqualification 69
Trustee and Paying Agent. Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. --------------------------------------------------- The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee in Sections 2.02 and 2.04 and the signature, if any, of the Certificate Registrar set forth on any outstanding Certificate, shall be taken as the statements of the Depositor, the Servicer or the Special Servicer, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee set forth thereon) or of any Mortgage Loan or related document. The Trustee shall not be accountable for the use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or withdrawn from the Certificate Account or any other account by or on behalf of the Depositor, the Servicer, the Special Servicer or the Paying Agent (unless the Trustee is acting as Paying Agent). The Trustee and the Paying Agent shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Servicer or the Special Servicer and accepted by the Trustee, or the Paying Agent, as applicable, in good faith, pursuant to this Agreement.
Trustee and Paying Agent. ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE. Neither the Trustee nor any Paying Agent shall at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by it, unless and until it shall have received written notice thereof from the Company or from one or more holders of Senior Debt or from any representative thereof or from any trustee therefor; and prior to the receipt by it of any such written notice, the Trustee or any Paying Agent, subject to the provisions of Section 7.01 and 7.02, shall be entitled to assume conclusively that no such facts exist.
Trustee and Paying Agent. (a) BAM shall receive prior written notice of any name change of the Trustee or, if applicable, the paying agent (the “Paying Agent”) for the Series 2016 Certificates or the resignation or removal of the Trustee or, if applicable, the Paying Agent. Any Trustee must be (A) a national banking association that is supervised by the Office of the Comptroller of the Currency and has at least $250 million of assets, (B) a state-chartered commercial bank that is a member of the Federal Reserve System and has at least $1 billion of assets, or (C) otherwise approved by BAM in writing.
Trustee and Paying Agent. 48 Section 10.1. Appointment and Acceptance of Duties . . . 48 Section 10.2. Indemnity. . . . . . . . . . . . . . . . . 48 Section 10.3. Responsibilities of Trustee. . . . . . . . 48 Section 10.4. Compensation . . . . . . . . . . . . . . . 49 Section 10.5. Evidence on which Trustee May Act. . . . . 50 Section 10.6. Evidence of Signatures of Noteholders and Ownership of Notes . . . . . . . . . . 50 Section 10.7. Trustee and Paying Agent May Deal in Notes and With Company . . . . . . . . . . 51 Section 10.8. Non-presentment of Notes . . . . . . . . . 51 Section 10.9. Moneys to be Held in Trust . . . . . . . . 52 Section 10.10. Resignation or Removal of Trustee. . . . . 52 Section 10.11.
Trustee and Paying Agent. May Deal in Notes and With Company. Any national banking association, bank or trust company acting as a Trustee, or Paying Agent, and its directors, officers, employees or agents, may in good faith buy, sell, own, hold and deal in any of the Notes and may join in any action which any Noteholder may be entitled to take and may otherwise deal with the Company with like effect as if such association, bank or trust company were not such Trustee or Paying Agent.
