Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trusts, but only upon and subject to the following express terms and conditions: (a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee. (b) In the absence of bad faith on its part, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement. (c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust Agreement, shall 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.
Appears in 7 contracts
Samples: Eligible Lender Trust Agreement, Eligible Lender Trust Agreement (Higher Education Funding I), Eligible Lender Trust Agreement (Goal Capital Funding, LLC)
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Borrower). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) In The Trustee shall not be responsible for any recital herein, or in the absence Bonds (except in respect to the certificate of bad faith the Trustee endorsed on its partthe Bonds), or for insuring the Eligible Lender Trustee may conclusively relyproperty herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the truth maintenance of the statements security hereof; and the correctness Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the opinions expressed therein, upon certificates Issuer or opinions furnished to on the Eligible Lender Trustee and conforming to part of the requirements of this Eligible Lender Trust Borrower under the Loan Agreement; but in the case Trustee may require of any such certificates the Issuer or opinions which by any provisions hereof are specifically required to be furnished the Borrower full information and advice as to the Eligible Lender Trusteeperformance of the covenants, conditions and agreements aforesaid as to the Eligible Lender condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Loan Agreement, and the Trustee shall not be under a duty to examine the same to determine whether responsible or not they conform as to form liable for any loss suffered in connection with any investment of funds made by it in accordance with the requirements provisions of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust AgreementIndenture.
(c) The Eligible Lender Trustee shall not be accountable for the use of any Bonds authenticated by it or the Paying Agent or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Borrower by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the Borrower under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the Borrower as conclusive evidence that such ordinance or resolution has been duly adopted, and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct; provided, however, that the provisions of this subsection shall not affect the duties of the Trustee hereunder, including the provisions of Article VII hereof.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in exercising the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Trust Estate.
(i) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Trust Estate, and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action under this Section 8.1 the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture. Except as otherwise specifically stated in this Indenture, the Issuer shall provide at its expense any indemnity hereunder requested by the Trustee.
(m) All moneys received by the Trustee or the Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(n) If any event of default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust Agreement, Indenture and shall use the same degree of care and skill in their exercise as a prudent man would exercise or use under in the circumstances in the conduct of his own affairs.
Appears in 3 contracts
Samples: Trust Indenture, Trust Indenture, Trust Indenture
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture and agrees to perform said truststrusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Company). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) In The Trustee shall not be responsible for any recital herein, or in the absence Bonds (except in respect to the certificate of bad faith the Trustee endorsed on its partthe Bonds), or for insuring the Eligible Lender Trustee may conclusively relyproperty herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the truth maintenance of the statements security hereof; and the correctness Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the opinions expressed therein, upon certificates Issuer or opinions furnished to on the Eligible Lender Trustee and conforming to part of the requirements of this Eligible Lender Trust Company under the Financing Agreement; but in the case Trustee may require of any such certificates the Issuer or opinions which by any provisions hereof are specifically required to be furnished the Company full information and advice as to the Eligible Lender Trusteeperformance of the covenants, conditions and agreements aforesaid as to the Eligible Lender condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the Trustee shall not be under a duty to examine the same to determine whether responsible or not they conform as to form liable for any loss suffered in connection with any investment of funds made by it in accordance with the requirements provisions of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust AgreementIndenture.
(c) The Eligible Lender Trustee shall not be accountable for the use of any Bonds authenticated by it or the Paying Agent or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Company by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the Company under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the Company as conclusive evidence that such ordinance or resolution has been duly adopted and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct in connection with the performance of its duties hereunder.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the designated corporate trust office of the Trustee, and in exercising the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Trust Estate.
(i) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Trust Estate, and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action under this Section 8.1. and under Article VII hereunder the Trustee may require that a satisfactory indemnity bond or other indemnity be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, including liability incurred in connection with the enforcement of the terms and provisions of this Indenture, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture.
(m) All moneys received by the Trustee or the Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(n) If any event of default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust AgreementIndenture as it shall be directed to in writing by the Requisite Bondholders.
(o) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, shall use the same degree of care and skill in their exercise as a prudent man would exercise financial or use under the circumstances otherwise, in the conduct performance of his own affairsany 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 indemnity satisfactory to it against such risk or liability is not assured to it.
(p) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. Under no circumstances does the Trustee assume any responsibility or liability for the issuance of the Bonds as obligations the interest on which is excludable from gross income for purposes of federal income taxation or for the maintenance of such tax-exempt status subsequent to the date of issuance of the Bonds.
(q) The Trustee shall not be accountable for the use or application by the Company of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or drawn down by the Company in accordance with the provisions of this Indenture and the Financing Agreement or for the use and application of money received by any paying agent.
Appears in 3 contracts
Samples: Trust Indenture, Trust Indenture, Trust Indenture
Acceptance of the Trusts. The Issuer Depositor hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture Act and this Eligible Lender Trust Agreement. The Subject to Section 2.03 hereof, the Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, Depositor pursuant to the Higher Education Act, the Indenture Act and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.
(b) In the absence of bad faith on its part, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust Agreement, shall 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.
Appears in 2 contracts
Samples: Eligible Lender Trust Agreement (Higher Education Funding I), Eligible Lender Trust Agreement (Higher Education Funding I)
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby Paying Agent accepts the trusts granted to duties and obligations imposed upon it by this Eligible Lender Trust Agreement Escrow Agreement, and agrees to perform said trusts, the trusts but only upon and subject to the following express terms and conditions, and no implied covenants or obligations will be read into this Escrow Agreement against the Paying Agent:
(a) The Eligible Lender Trustee Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Escrow Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.
(b) In the absence . The Paying Agent will exercise such of bad faith on its part, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust Agreement, shall Escrow Agreement and use the same degree of care and skill in their exercise as a prudent man corporate trustee under reasonably similar circumstances would exercise or use under the circumstances in circumstances.
(b) The Paying Agent may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers, employees or such other professionals as may be reasonably necessary but will be answerable for the conduct of his own affairsthe same if not selected in accordance with the standard specified above, and will be entitled to act upon the opinion or advice of its counsel concerning all matters of trust hereof and the duties hereunder, and, subject to the provisions of Sections 6, 7 and 8, may in all cases pay such reasonable compensation to all such attorneys, agents, receivers, employees and such other professionals as may reasonably be employed in connection with the trusts hereof. The Paying Agent may act or refrain from acting upon the advice or an opinion of counsel, who may be an employee of the Paying Agent, and will not be responsible for any loss or damage resulting from any action or non-action by it taken or omitted to be taken in good faith in reliance upon any such advice or opinion of counsel.
(c) The Paying Agent will not be responsible for any recital herein or in the Ordinance or Purchase Agreement, or for the validity of the execution by the Participant of this Escrow Agreement or for any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bond, and the Paying Agent will not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Participant in connection with the matters referred to in this Escrow Agreement, except as hereinafter set forth, and the Paying Agent will not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Escrow Agreement.
(d) The Paying Agent may engage in or be interested in any financial or other transaction with the Participant.
(e) The Paying Agent will be protected in acting upon any notice, request, consent, certificate, order, affidavit, opinion of counsel, letter, telegram or other paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person or persons.
(f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Paying Agent will be entitled to rely upon a certificate signed on behalf of the Participant by the Authorized Representative as sufficient evidence of the facts therein contained, and prior to the occurrence of a default of which the Paying Agent has been notified as provided in subsection (h) of this Section, or of which by said subsection it is deemed to have notice, the Paying Agent will also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but will in no case be bound to secure the same. The Paying Agent may accept a certificate of the Authorized Representative to the effect that an Ordinance in the form therein set forth has been adopted by the Participant as conclusive evidence that such Ordinance has been duly adopted and is in full force and effect.
(g) The permissive right of the Paying Agent to do things enumerated in this Escrow Agreement will not be construed as a duty and the Paying Agent will not, except as provided in subsection (a) of this Section, be answerable for other than its negligence or willful misconduct.
(h) The Paying Agent will not be required to take notice or be deemed to have notice of any default hereunder except failure by the Participant to cause to be made any of the payments to the Paying Agent required to be made by or on behalf of the Participant pursuant to this Escrow Agreement, the Ordinance or the Purchase Agreement unless the Paying Agent will be specifically notified in writing of such default by the Participant or DNR; and all notices or other instruments required by this Escrow Agreement to be delivered to the Paying Agent, must, in order to be effective, be delivered at the principal corporate trust office of the Paying Agent and in the absence of such notice so delivered the Paying Agent may conclusively assume there is no default except as aforesaid.
(i) At any and all reasonable times the Paying Agent, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives will have the right, but will not be required, to inspect all books, papers and records of the Participant pertaining to the Purchase Agreement and this Escrow Agreement, and to make copies thereof and take such memoranda therefrom and in regard thereto as may be desired.
(j) The Paying Agent will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Escrow Agreement.
(k) Notwithstanding anything elsewhere in this Escrow Agreement contained, the Paying Agent will have the right, but will not be required, to demand, in respect to the withdrawal of any cash or any action whatsoever within the scope of this Escrow Agreement, any showings, certificates, opinions, appraisals or other information, or action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action, deemed by the Paying Agent desirable for the purpose of establishing the right of the Participant to the withdrawal of any cash or the taking of any other action by the Paying Agent.
(l) Before taking any action under this Escrow Agreement other than any action under Sections 6, 7 and 8, the Paying Agent may, in its discretion, require that satisfactory indemnity be furnished to it by the Owner or other parties for the reimbursement of all expenses which it may incur or advance and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, by reason of any action so taken. Notwithstanding the foregoing, any indemnity provided hereunder by the Owner or other parties shall be limited to the extent permitted by law.
(m) All moneys received by the Paying Agent shall, until used or applied or invested as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Escrow Agreement or law. The Paying Agent will not be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(n) Pursuant to Section 34.600 of the Revised Statutes of Missouri (the “Anti-Boycott Act”), the Paying Agent hereby certifies to the Participant and DNR that the Paying Agent (including all wholly owned subsidiaries, majority-owned subsidiaries, parent companies or affiliates of the Paying Agent) is not currently engaged in and shall not, for the duration of this Escrow Agreement, engage in a boycott of goods or services from the State of Israel, companies doing business in or with Israel or authorized by, licensed by, or organized under the laws of the State of Israel, or persons or entities doing business in the State of Israel within the meaning of the Anti-Boycott Act. The foregoing certification shall not be deemed an admission or agreement that the Anti-Boycott Act is applicable to this Escrow Agreement but the foregoing certification is provided if the Anti-Boycott Act is applicable. If the Anti-Boycott Act is initially deemed or treated as applicable to this Escrow Agreement but is subsequently determined not to apply to this Escrow Agreement for any reason including by reason of applicable federal law including, without limitation, 50 U.S.C. Section 4607, the repeal or amendment of the Anti-Boycott Act or any ruling of a court of competent jurisdiction as to the unenforceability or invalidity of the Anti-Boycott Act, then the foregoing certification shall cease and not exist.
Appears in 2 contracts
Samples: Escrow Trust Agreement, Escrow Trust Agreement
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee Trustee, prior to the occurrence of any Event of Default and after the curing or waiver 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 Eligible Lender Trust Agreement, and no implied covenants Indenture. In case an Event of Default has occurred (which has not been cured or obligations shall be read into this Eligible Lender Trust Agreement against waived) the Eligible Lender Trustee.
(b) In the absence of bad faith on its part, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements exercise such of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust AgreementIndenture, shall and use the same degree of care and skill in their exercise exercise, as a prudent man corporate trustee would exercise or use under the circumstances in the enforcement of a corporate indenture.
(b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees selected by it with reasonable care and the Trustee shall not be responsible for the conduct of his such attorneys, agents, receivers or employees, if selected with reasonable care, and shall be entitled to advice of counsel concerning all matters relating to the trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Company), approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or inaction in good faith in reliance upon such opinion or advice.
(c) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on the Bonds), or for the recording or re-recording, filing or re-filing of this Indenture, or any other instrument required by this Indenture to secure the Bonds, or for insuring the Project or collecting any insurance moneys, or for validity of the execution by the Issuer of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby.
(d) The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not the Trustee. To the extent permitted by law, the Trustee may also receive tenders and purchase in good faith Bonds from itself, including any department, affiliatx xx xxxxxxiary, with like effect as if it were not the Trustee.
(e) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon owners of Bonds issued in exchange therefor or in place thereof.
(f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed by the Issuer or the Company as sufficient evidence of the facts therein contained; and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (h) of this Section 9.01, or of which by said subsection it is deemed to have notice, the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Secretary or Assistant Secretary of the Issuer under the Issuer's seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect.
(g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and it shall not be answerable for other than its negligence or willful default.
(h) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the Issuer to cause to be made any of the payments to the Trustee required to be made by Article IV hereof, unless the Trustee shall be specifically notified in writing of such Event of Default by the Issuer or by the holders of at least 25% in aggregate principal amount of Bonds then outstanding; and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no default except as aforesaid.
(i) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right fully to inspect any and all parts of the Project, including all books, papers and records of the Issuer pertaining to the Project and the Bonds and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, which the Trustee in its discretion may deem desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action referred to in Section 8.02, 8.03, 8.04, 8.05, 8.08, 8.09 or 9.04 hereunder, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful default by reason of any action so taken.
(m) All moneys received by the Trustee or any paying agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required herein or by law. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received hereunder except such as may be mutually agreed upon.
(n) No provision of the Indenture shall require the Trustee to expend or risk its own affairsfunds 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
Samples: Trust Indenture (Gulf Power Co), Trust Indenture (Gulf Power Co)
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to no implied covenants or obligations shall be read into this Indenture against the following express terms and conditions:Trustee.
(a) The Eligible Lender Trustee undertakes may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Foundation). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) The Trustee shall not be responsible for any recital herein, or in the Expenditure Agreement (except in respect to the certificate of the Trustee endorsed on the Expenditure Agreement), or for insuring the property herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Expenditure Agreement issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the maintenance of the security hereof; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer or on the part of the Foundation under the Financing Agreement; but the Trustee may require of the Issuer or the Foundation full information and advice as to the performance of the covenants, conditions and agreements aforesaid as to the condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with the provisions of this Indenture.
(c) The Trustee shall not be accountable for the use of any Expenditure Agreement authenticated by it or delivered hereunder. The Trustee may become the owner of Expenditure Agreement secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Expenditure Agreement, shall be conclusive and binding upon all future owners of the same Expenditure Agreement and upon Expenditure Agreement issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Foundation by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the Foundation under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the Foundation as conclusive evidence that such ordinance or resolution has been duly adopted, and is in full force and effect.
(f) 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 only such duties obligations as are specifically set forth in this Eligible Lender Trust AgreementIndenture, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(bg) In The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Expenditure Agreement) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Expenditure Agreement then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in the absence of bad faith on its partsuch notice so delivered, the Eligible Lender Trustee may conclusively rely, assume there is no default except as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreementaforesaid.
(ch) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Projects, and to take such memoranda from and in regard thereto as may be desired.
(i) The Eligible Lender Trustee shall not be required to give any Expenditure Agreement or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(j) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Expenditure Agreement, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Expenditure Agreement, the withdrawal of any cash, or the taking of any other action by the Trustee.
(k) Before taking any action under this Section 8.1 the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in exercising connection with any action so taken. Such indemnity shall survive the termination of this Indenture.
(l) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee shall not be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(m) If any event of default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust Agreement, Indenture and shall use the same degree of care and skill in their exercise as a prudent man would exercise or use under in the circumstances in the conduct of his own affairs.
Appears in 2 contracts
Samples: Trust Indenture, Trust Indenture
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement and agrees to perform said trustsIndenture, but only upon the terms and subject conditions set forth herein. The Trustee, prior to the following express terms occurrence of an event of default and conditions:
(a) The Eligible Lender Trustee after the curing 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 Eligible Lender Trust AgreementIndenture, and no implied covenants or obligations shall should be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(b) In the absence . If any event of bad faith on its partdefault under this Indenture shall have occurred and be continuing, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements exercise such of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust Agreement, Indenture and shall use the same degree of care and skill in their exercise as a prudent man person would exercise or use under in the circumstances in the conduct of his such prudent person’s own affairs. The Trustee agrees to perform such trusts only upon and subject to the following expressed terms and conditions:
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same if appointed with due care, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the WLCDC). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on the Bonds), or for insuring the property herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the maintenance of the security hereof; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer or on the part of the WLCDC under the Financing Agreement; but the Trustee may require of the Issuer or the WLCDC full information and advice as to the performance of the covenants, conditions and agreements aforesaid as to the condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with the provisions of this Indenture.
(c) The Trustee shall not be accountable for the use of any Bonds authenticated by it or the Paying Agent or delivered hereunder. The Trustee may become the owner of Xxxxx secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the WLCDC by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the WLCDC under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the WLCDC as conclusive evidence that such ordinance or resolution has been duly adopted, and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct; provided, however, that the provisions of this subsection shall not affect the duties of the Trustee hereunder, including the provisions of Article VII hereof.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the Bondholders and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the corporate trust office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Trust Estate.
(i) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Trust Estate, and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action under this Section 8.1 or Section 8.4 the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture.
(m) All moneys received by the Trustee or the Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(n) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds.
(o) The Trustee agrees to accept and act upon facsimile transmission of written instructions or directions pursuant to this Indenture, provided, however, that (a) the Issuer or the WLCDC, subsequent to such facsimile transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, (b) such originally executed instructions or directions shall be signed by a person as may be designated and authorized to sign for the Issuer or the WLCDC or in the name of the Issuer or the WLCDC, by an authorized representative of the Issuer or the WLCDC, and (c) the Issuer and the WLCDC shall provide to the Trustee an incumbency certificate listing such designated persons, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuer or the WLCDC elects to give the Trustee facsimile instructions and the Trustee in its discretion elects to act upon such facsimile instructions, the Trustee’s understanding of such facsimile instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such facsimile instructions notwithstanding such facsimile instructions conflict or are inconsistent with a subsequent written instruction.
Appears in 2 contracts
Samples: Trust Indenture, Trust Indenture
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Company). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) In The Trustee shall not be responsible for any recital herein, or in the absence Bonds (except in respect to the certificate of bad faith the Trustee endorsed on its partthe Bonds), or for insuring the Eligible Lender Trustee may conclusively relyproperty herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the truth maintenance of the statements security hereof; and the correctness Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the opinions expressed therein, upon certificates Issuer or opinions furnished to on the Eligible Lender Trustee and conforming to part of the requirements of this Eligible Lender Trust Company under the Financing Agreement; but in the case Trustee may require of any such certificates the Issuer or opinions which by any provisions hereof are specifically required to be furnished the Company full information and advice as to the Eligible Lender Trusteeperformance of the covenants, conditions and agreements aforesaid as to the Eligible Lender condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the Trustee shall not be under a duty to examine the same to determine whether responsible or not they conform as to form liable for any loss suffered in connection with any investment of funds made by it in accordance with the requirements provisions of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust AgreementIndenture.
(c) The Eligible Lender Trustee shall not be accountable for the use of any Bonds authenticated by it or the Paying Agent or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Company by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the Company under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the Company as conclusive evidence that such ordinance or resolution has been duly adopted and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct in connection with the performance of its duties hereunder.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the designated corporate trust office of the Trustee, and in exercising the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Trust Estate.
(i) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Trust Estate, and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action under this Section 8.1 and under Article VII hereunder the Trustee may require that a satisfactory indemnity bond or other indemnity be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, including liability incurred in connection with the enforcement of the terms and provisions of this Indenture, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture.
(m) All moneys received by the Trustee or the Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(n) If any event of default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust AgreementIndenture as it shall be directed to in writing by the Requisite Bondholders.
(o) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, shall use the same degree of care and skill in their exercise as a prudent man would exercise financial or use under the circumstances otherwise, in the conduct performance of his own affairsany 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 indemnity satisfactory to it against such risk or liability is not assured to it.
(p) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. Under no circumstances does the Trustee assume any responsibility or liability for the issuance of the Bonds as obligations the interest on which is excludable from gross income for purposes of federal income taxation or for the maintenance of such tax-exempt status subsequent to the date of issuance of the Bonds.
(q) The Trustee shall not be accountable for the use or application by the Company of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or drawn down by the Company in accordance with the provisions of this Indenture and the Financing Agreement or for the use and application of money received by any paying agent.
Appears in 2 contracts
Samples: Trust Indenture, Trust Indenture
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Company). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) In The Trustee shall not be responsible for any recital herein, or in the absence Bonds (except in respect to the certificate of bad faith the Trustee endorsed on its partthe Bonds), or for insuring the Eligible Lender Trustee may conclusively relyproperty herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the truth maintenance of the statements security hereof; and the correctness Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the opinions expressed therein, upon certificates Issuer or opinions furnished to on the Eligible Lender Trustee and conforming to part of the requirements of this Eligible Lender Trust Company under the Financing Agreement; but in the case Trustee may require of any such certificates the Issuer or opinions which by any provisions hereof are specifically required to be furnished the Company full information and advice as to the Eligible Lender Trusteeperformance of the covenants, conditions and agreements aforesaid as to the Eligible Lender condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the Trustee shall not be under a duty to examine the same to determine whether responsible or not they conform as to form liable for any loss suffered in connection with any investment of funds made by it in accordance with the requirements provisions of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust AgreementIndenture.
(c) The Eligible Lender Trustee shall not be accountable for the use of any Bonds authenticated by it or the Paying Agent or delivered hereunder. The Trustee may become the owner of Xxxxx secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Company by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the Company under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the Company as conclusive evidence that such ordinance or resolution has been duly adopted and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct in connection with the performance of its duties hereunder.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the designated corporate trust office of the Trustee, and in exercising the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Trust Estate.
(i) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Trust Estate, and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action under this Section 8.1 and under Article VII hereunder the Trustee may require that a satisfactory indemnity bond or other indemnity be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, including liability incurred in connection with the enforcement of the terms and provisions of this Indenture, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture.
(m) All moneys received by the Trustee or the Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(n) If any event of default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust AgreementIndenture as it shall be directed to in writing by the Requisite Bondholders.
(o) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, shall use the same degree of care and skill in their exercise as a prudent man would exercise financial or use under the circumstances otherwise, in the conduct performance of his own affairsany 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 indemnity satisfactory to it against such risk or liability is not assured to it.
(p) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. Under no circumstances does the Trustee assume any responsibility or liability for the issuance of the Bonds as obligations the interest on which is excludable from gross income for purposes of federal income taxation or for the maintenance of such tax-exempt status subsequent to the date of issuance of the Bonds.
(q) The Trustee shall not be accountable for the use or application by the Company of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or drawn down by the Company in accordance with the provisions of this Indenture and the Financing Agreement or for the use and application of money received by any paying agent.
Appears in 1 contract
Samples: Trust Indenture
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no . No implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Borrower). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) In The Trustee shall not be responsible for any recital herein, or in the absence Bonds (except in respect to the certificate of bad faith the Trustee endorsed on its partthe Bonds), or in any offering document related to the Eligible Lender Trustee may conclusively relyBonds or for insuring the property herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the truth maintenance of the statements security hereof; and the correctness Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the opinions expressed therein, upon certificates Issuer or opinions furnished to on the Eligible Lender Trustee and conforming to part of the requirements of this Eligible Lender Trust Borrower under the Loan Agreement; but in the case Trustee may require of any such certificates the Issuer or opinions which by any provisions hereof are specifically required to be furnished the Borrower full information and advice as to the Eligible Lender Trusteeperformance of the covenants, conditions and agreements aforesaid as to the Eligible Lender condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Loan Agreement, and the Trustee shall not be under a duty to examine the same to determine whether responsible or not they conform as to form liable for any loss suffered in connection with any investment of funds made by it in accordance with the requirements provisions of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust AgreementIndenture.
(c) The Eligible Lender Trustee shall not be accountable for the use of any Bonds authenticated by it or the Paying Agent or delivered hereunder. The Trustee may become the owner of Xxxxx secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Borrower by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the Borrower under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the Borrower as conclusive evidence that such ordinance or resolution has been duly adopted, and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct; provided, however, that the provisions of this subsection shall not affect the duties of the Trustee hereunder, including the provisions of Article VII hereof.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in exercising the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Trust Estate.
(i) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Trust Estate, and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action under this Section 8.1 the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture. Except as otherwise specifically stated in this Indenture, the Issuer shall provide at its expense any indemnity hereunder requested by the Trustee.
(m) All moneys received by the Trustee or the Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon in writing.
(n) If any event of default under this Indenture which the Trustee has knowledge of shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust Agreement, Indenture and shall use the same degree of care and skill in their exercise as a prudent man would exercise or use under in the circumstances in the conduct of his own affairs.. The Trustee may refuse to perform any duty or exercise any right or power which would require it to expend its own funds or risk any liability if it shall reasonable believe that repayment of such funds or adequate indemnity against such risk is not reasonable assured to it. The Trustee shall not be accountable for the Issuer’s or Xxxxxxxx’s use of the proceeds from the Bonds. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officer with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signature of such Authorized Officer, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such instructions and that the Trustee shall conclusively presume that direction that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officer transmit such instructions to the Trustee and that the Issuer and all Authorized Officer are solely responsible to safeguard that use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys
Appears in 1 contract
Samples: Trust Indenture
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture and agrees to perform said trusts, but only trusts upon and subject to the following express terms and conditions:
(aA) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties hereunder by or through attorneys, agents, receivers or employees, but shall not be answerable for the conduct of the same if appointed with due care, and shall be entitled to advice of counsel concerning all matters of the trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may be reasonably employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney appointed with due care, who may be the attorney or attorneys for the Issuer, and shall not be responsible for any loss or damage resulting from any action or nonaction in reliance upon any such opinion or advice.
(B) Except as expressly provided herein, the Trustee shall not be responsible for any recital herein or in the Bonds (except in respect to the authentication certificate of the Trustee endorsed on the Bonds), or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for insuring the Property subject to the Lien of the Financing Documents, or for the value or title of any of the Property subject to the Lien of the Financing Documents, or to see to the recording or filing of this Indenture or any financing statement or any other document or instrument whatsoever, or for the payment of, or for minimizing taxes, charges, assessments or Liens upon the same, or otherwise as to the maintenance of the security hereof, except as to the safekeeping of the pledged collateral and except that, in the event the Trustee enters into possession of part or all of the Property subject to the Lien of the Financing Documents pursuant to any provision thereof, it shall use due diligence in preserving the same, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenant, condition or agreement on the part of the Issuer or the Company, but the Trustee may require of the Issuer and the Company full information and advice as to the performance of the covenants, conditions and agreements aforesaid and as to the condition of the Property subject to the Lien of the Financing Documents.
(C) The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not the Trustee.
(D) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document reasonably believed to be genuine and correct and to have been signed or sent by the proper Person or Persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any Person who at the time of making such request or giving such authority or consent is the owner of any Bond shall be conclusive and binding upon all future owners of the same Bond and of any Bond or Bonds issued in exchange therefore or in place thereof.
(E) The Trustee may accept a certificate of the Secretary or Assistant Secretary of the Issuer under its corporate seal to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted and is in full force and effect. As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Company or the Bank signed by an Authorized Representative of the Company or the Bank, as the case may be, or a certificate of an Authorized Representative of the Issuer under seal, as sufficient evidence of the facts therein contained and, prior to the occurrence of a default of which it has been notified as provided in paragraph (M) of this Section or of which by said paragraph it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is or is not necessary or expedient, but may at its discretion, at the reasonable expense of the Company, in every case secure such further evidence as it may think necessary or advisable, but shall in no case be bound to secure the same.
(F) The permissive right of the Trustee to do things enumerated in the Financing Documents shall not be construed as a duty unless so specified herein, and in doing or not doing so the Trustee shall not be answerable for other than its own gross or willful misconduct.
(G) At any and all reasonable times, the Trustee, and its duly authorized agents, attorneys, experts, accountants and representatives, shall have the right fully to inspect all books, papers and records of the Issuer pertaining to the Project Facility and the Bonds, and to take such memoranda from and in regard thereto as may be desired.
(H) Notwithstanding anything elsewhere in this Indenture, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any moneys, the release of any interest in Property or any action whatsoever, within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to those required herein.
(I) Before taking any action hereunder (except declaring an Event of Default or drawing under the Letter of Credit on an Interest Payment Date or a Bond Payment Date), the Trustee may require that a security and indemnity reasonably satisfactory to it be deposited with it for the reimbursement of all fees, costs and expenses including, but not limited to, reasonable attorney's fees to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct by reason of any action so taken.
(J) All moneys received by the Trustee or any paying agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or by this Indenture. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon with the Issuer.
(K) The Trustee, prior to an Event of Default hereunder and after curing all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.
(b) Indenture. In the absence case an Event of bad faith on its partDefault has happened which has not been cured, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine exercise the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trusteerights, in exercising the rights duties and powers vested in it by this Eligible Lender Trust Agreement, shall use the same Indenture in good faith and with that degree of diligence, care and skill in their exercise as a which ordinarily prudent man persons would exercise or use under the similar circumstances in the conduct of his handling their own affairs.
(L) The Trustee shall furnish to the Issuer during the term of this Indenture upon the written request of the Issuer any reports or other account of the use of any of the Issuer's funds held by the Trustee that may be required by any governmental body.
(M) The Trustee shall not be required to take notice or be deemed to have notice of the occurrence of any Event of Default other than an Event of Default under Section 601(D), Section 601(E) or Section 601(H), unless the Trustee shall have actual notice of such Event of Default or unless the Trustee shall be specifically notified in writing of such Event of Default by the Issuer, the Bank or the Company or by the owners of at least 25% in aggregate principal amount of Bonds Outstanding hereunder, and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the Office of the Trustee, and, in the absence of such notice so delivered, the Trustee may conclusively assume there is no Event of Default, except as aforesaid.
(N) The Trustee shall not be personally liable for any debts contracted or for damages to Persons or to personal Property injured or damaged, or for salaries or nonfulfillment of contracts, during any period in which it may be in the possession of or managing any Property subject to the Lien of the Financing Documents as in this Indenture provided.
(O) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(P) There shall be no additional fee charged by the Trustee for a draw under the Letter of Credit as contemplated by Section 408 hereof or by the terms of the Letter of Credit. Nothing in the foregoing sentence, however, shall limit the Trustee's right to charge additional fees in the event it is required to perform Extraordinary Services hereunder.
(Q) Before taking any action hereunder, or under any other Financing Document, which would result in the Trustee acquiring title to or taking possession of any portion or all of the Project Facility, the Trustee may require such environmental inspections and tests of the Project Facility and other environmental reviews as the Trustee deems necessary and, if the Trustee determines that the taking of title or possession of all or any portion of the Project Facility will expose the Trustee to claims or damages resulting from environmental or ecological conditions in any way relating to the Project Facility or any activities at the Project Facility, the Trustee may decline to take title to or possession of the Project Facility.
Appears in 1 contract
Samples: Trust Indenture (Angiodynamics Inc)
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts in the manner in which a corporate trustee ordinarily would perform said trusts under a corporate indenture, and the Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall 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 its own affairs, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(b) In : Prior to the absence occurrence of bad faith on its partan Event of Default and after the cure of all Events of Default which may have occurred, the Eligible Lender Trustee’s duties and responsibilities shall include only those expressly set forth in this Indenture and those rights, duties, responsibilities, and obligations which are reserved to or imposed upon the Issuer under this Indenture and the Lease, excepting only such of those rights, duties, responsibilities, and obligations as may only be properly and lawfully exercised by or imposed upon the Issuer. Upon the occurrence of an Event of Default the Trustee shall be and is hereby authorized to bring appropriate action for judgment or such other relief as may be appropriate and such action may be in the name of the Trustee or in the name of the Issuer and the Trustee jointly; but in such case, neither the Issuer nor the Trustee shall have any obligation for any fees and expenses of such action except out of any funds available by reason of the ownership of the Project and moneys available under this Indenture, the Lease and the PILOT Agreement. In addition, the Trustee may conclusively relyfile such proof of claim and such other documents as may be necessary and advisable in order to have the claims of the Trustee and the Bondowners relative to the Bonds or the obligations relating thereto allowed in any judicial proceeding. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, attorneys or receivers. The Trustee shall be entitled to act upon and rely upon the opinion or advice of counsel, who may be counsel to the Trustee, the Issuer or the Company, concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such agents, attorneys and receivers as may reasonably be employed in connection with the trusts hereof. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights which it would have if it were not Trustee. The Trustee may rely and shall be protected in acting or refraining from acting upon any ordinance, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, affidavit, letter, telegram or other paper or document provided for under this Indenture or the Lease believed by it to be genuine and correct and to have been signed, presented or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent is a Bondowner, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or upon transfer or in substitution thereof. As to the existence or nonexistence of any fact or as to the truth sufficiency or validity of any instrument, paper or proceeding, or whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed by the mayor of the statements Issuer or the Authorized Company Representative as sufficient evidence of the facts therein contained, the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the correctness Trustee shall not be answerable for other than its negligence or willful misconduct. At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representative shall have the right to inspect any and all of the opinions expressed thereinProject and all books, papers and records of the Issuer and Company pertaining to the Project and the Bonds, and to make such notes and copies as may be desired. The Trustee shall not be required to give any bond or surety with respect to the execution of its trusts and powers hereunder or otherwise with respect to the Project. The Trustee shall have the right, but shall not be required, to demand, with respect to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purpose of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. The Trustee shall not be required to take notice of, or be deemed to have notice of, any default hereunder or under the Lease, except the failure by the Issuer to cause to be made any of the payments required to be made under the Lease or in accordance with Article VI hereof, or the failure by the Issuer to cause compliance by the Company with the provisions of Article VI of the Lease, unless the Trustee shall have been specifically notified in writing of such default by the Issuer or by Bondowners owning at least 25% in aggregate principal amount of all Bonds then Outstanding. The Trustee may inform the Bondowners of environmental hazards that the Trustee has reason to believe exist with respect to the Project, the Land or the Improvements, and the Trustee shall have the right to take no further action with respect thereto, and, in such event, no fiduciary duty shall exist which imposes any obligation for further action by the Trustee with respect to the Project, the Land, the Improvements, the Trust Estate, or any portion thereof, if, in the opinion of the Trustee, such action would subject the Trustee to environmental or other liability for which the Trustee has not received indemnity satisfactory to it. Fees, Charges and Expenses of the Trustee; Lien for Fees and Costs and Additional Rent. The Trustee shall be entitled to payment of or reimbursement for reasonable fees for its ordinary services rendered hereunder and all advances, reasonable agent and counsel fees and other ordinary costs, charges and expenses reasonably and necessarily made or incurred by the Trustee in connection with such ordinary services and, in the event that it should become necessary that the Trustee perform extraordinary services, it shall be entitled to reasonable compensation therefor and to reimbursement for reasonable and necessary extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary expenses are occasioned by the neglect or misconduct of the Trustee it shall not be entitled to compensation or reimbursement therefor. The Trustee shall be entitled to payment and reimbursement for the reasonable fees, costs, expenses and charges of the Trustee as Paying Agent for the Bonds. The Trustee agrees that the Issuer shall have no liability for any fees, charges and expenses of the Trustee, and the Trustee agrees to look only to the Company for the payment of all fees, charges and expenses of the Trustee and any Paying Agents as provided in the Lease. Upon the occurrence of an Event of Default and during its continuance, the Trustee shall have a lien with right of payment prior to payment of principal of, redemption premium, if any, or interest on any Bond, upon certificates or opinions furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but all moneys in the case of any such certificates or opinions which by its possession under any provisions hereof are specifically required to be furnished to for the Eligible Lender Trusteeforegoing advances, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement fees, costs and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trusteeexpenses incurred, in exercising the rights for Default Administration Costs and powers vested in it by this Eligible Lender Trust Agreement, shall use the same degree of care and skill in their exercise as a prudent man would exercise or use for any unpaid Additional Rent owing under the circumstances in the conduct of his own affairsLease.
Appears in 1 contract
Samples: Trust Indenture
Acceptance of the Trusts. The Issuer Depositor hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture Act and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, Depositor pursuant to the Higher Education Act, the Indenture Act and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.
(b) In the absence of bad faith on its part, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust Agreement, shall 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.
Appears in 1 contract
Samples: Eligible Lender Trust Agreement (Consolidation Loan Funding Ii, LLC)
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Company). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) In The Trustee shall not be responsible for any recital herein, or in the absence Bonds (except in respect to the certificate of bad faith the Trustee endorsed on its partthe Bonds), or for insuring the Eligible Lender Trustee may conclusively relyproperty herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the truth maintenance of the statements security hereof; and the correctness Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the opinions expressed therein, upon certificates Issuer or opinions furnished to on the Eligible Lender Trustee and conforming to part of the requirements of this Eligible Lender Trust Company under the Financing Agreement; but in the case Trustee may require of any such certificates the Issuer or opinions which by any provisions hereof are specifically required to be furnished the Company full information and advice as to the Eligible Lender Trusteeperformance of the covenants, conditions and agreements aforesaid as to the Eligible Lender condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the Trustee shall not be under a duty to examine the same to determine whether responsible or not they conform as to form liable for any loss suffered in connection with any investment of funds made by it in accordance with the requirements provisions of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust AgreementIndenture.
(c) The Eligible Lender Trustee shall not be accountable for the use of any Bonds authenticated by it or the Paying Agent or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Company by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the Company under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the Company as conclusive evidence that such ordinance or resolution has been duly adopted, and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct in connection with the performance of its duties hereunder.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the designated corporate trust office of the Trustee, and in exercising the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Trust Estate.
(i) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Trust Estate, and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action under this Section 8.1 and under Article VII hereunder the Trustee may require that a satisfactory indemnity bond or other indemnity be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, including liability incurred in connection with the enforcement of the terms and provisions of this Indenture, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture.
(m) All moneys received by the Trustee or the Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(n) If any event of default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust AgreementIndenture as it shall be directed to in writing by the Requisite Bondholders.
(o) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, shall use the same degree of care and skill in their exercise as a prudent man would exercise financial or use under the circumstances otherwise, in the conduct performance of his own affairsany 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 indemnity satisfactory to it against such risk or liability is not assured to it.
(p) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. Under no circumstances does the Trustee assume any responsibility or liability for the issuance of the Bonds as obligations the interest on which is excludable from gross income for purposes of federal income taxation or for the maintenance of such tax-exempt status subsequent to the date of issuance of the Bonds.
(q) The Trustee shall not be accountable for the use or application by the Company of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or drawn down by the Company in accordance with the provisions of this Indenture and the Financing Agreement or for the use and application of money received by any paying agent.
Appears in 1 contract
Samples: Trust Indenture
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement hereby and agrees to perform said truststrusts as would an ordinarily prudent trustee under a corporate mortgage, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to may execute any of the trusts or powers hereof and perform such any of its duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreementby or through attorneys, and no implied covenants agents, receivers or obligations employees but shall be read into this Eligible Lender Trust Agreement against answerable for the Eligible Lender Trusteeconduct of the same in accordance with the standard specified above, shall be entitled to advice of Counsel concerning all matters of trusts hereof and the duties hereunder and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the County, the Company or the Guarantor), approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) In Except as is specifically provided in Section 1114 with respect to the absence filing of bad faith on its partcontinuation statements, the Eligible Lender Trustee may conclusively relyshall not be responsible for any recital herein, or in the Bonds (except in respect to the authentication certificate of the Trustee endorsed on the Bonds), or for the recording or re-recording, filing or refiling of the Indenture or the Agreement, or for insuring the Mortgaged Property or any part of the Project or collecting any insurance moneys, or for the validity of the execution hereof by the County or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds, or for the value of or title in and to the Mortgaged Property or any part of the Project or otherwise as to the truth maintenance of the statements security hereof; except that if the Trustee enters into possession of a part or all of the Mortgaged Property pursuant to any provision hereof, it shall use due diligence in preserving the same, and the correctness Trustee shall not be bound to ascertain or inquire as to the performance or observance of any agreements or conditions on the part of the opinions expressed thereinCounty or on the part of the Company under the Agreement, upon certificates or opinions furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreementexcept as hereinafter set forth; but in the case Trustee may require of any such certificates the County or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement Company full information and whether or not they contain the statements required under this Eligible Lender Trust Agreement.advice as
(c) The Eligible Lender Trustee shall not be accountable except to the extent herein specifically provided for the use of the proceeds of any of the Bonds. The Trustee may become the owner of the Bonds and any coupons appertaining thereto with the same rights which it would have if it were not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper Person or Persons. Any action taken by the Trustee, pursuant hereto upon the request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of any Bond, shall be conclusive and binding upon all future holders of the same Bond and upon Bonds issued in exercising exchange therefor or in place thereof.
(e) As to the rights existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the County by the Chairman of the Board and attested by the Clerk of the Circuit Court in and for the County as sufficient evidence of the facts therein contained and prior to the occurrence a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which by said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Clerk of the Circuit Court in and for the County under its seal to the effect that a resolution in the form therein set forth has been adopted by the Board as conclusive evidence that such resolution has been adopted, and is in full force and effect.
(f) The right of the Trustee to do things enumerated herein shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure by the County to cause to be made any of the payments to the Trustee required to be made by Article V, unless the Trustee shall be specifically notified in writing of such default by the County or by the holders of at least twenty-five per centum (25%) in principal amount of the Bonds. All notices or other instruments required to be delivered to the Trustee must, in order to be effective, be -57- 58 delivered at the principal office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages to Persons or property, or for salaries or non-fulfillment of contracts during any period in which it may be in the possession of or managing the Project as in this Indenture provided.
(i) At reasonable times the Trustee, and its duly authorized agents. attorneys, experts, engineers, accountants and representatives who are acceptable to the Company, shall have the right to inspect the Project as well as all books, payers and records of the County pertaining to the Project and the Bonds and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers vested or otherwise in it respect of the premises.
(k) Notwithstanding anything elsewhere herein contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview hereof, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by this Eligible Lender Trust Agreement, shall use the same degree of care and skill in their exercise terms hereof required as a prudent man would exercise condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the County to the authentication of any Bonds, the withdrawal of any cash or use the taking of any other action by the Trustee.
(l) Before taking such action hereunder, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the negligence or willful default of the Trustee by reason of any action so taken.
(m) All moneys received by the Trustee or any paving agent for the Bonds shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required herein or by law. Neither the Trustee nor any such paving agent shall be under the circumstances in the conduct of his own affairsany liability for interest on any moneys received hereunder except such as may be agreed upon.
Appears in 1 contract
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.
(b) In the absence of bad faith on its part, the Eligible Lender Trustee may conclusively relyrely upon, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions, resolutions, statements, reports or opinions other documents furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust AgreementAgreement and the Eligible Lender Trustee shall not be responsible for the accuracy of any such certificates, opinions, resolutions, statements, reports or other documents; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in exercising ascertaining the rights and powers vested pertinent facts.
(d) The Eligible Lender Trustee shall not be required to expend any of its own funds or otherwise incur financial responsibility in it by connection with this Eligible Lender Trust Agreement, Agreement or its duties hereunder if it shall use 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) The right of the same degree of care and skill Eligible Lender Trustee to perform any discretionary act enumerated in their exercise this Eligible Lender Trust Agreement shall not be construed as a prudent man would exercise duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or use under the circumstances willful misconduct in the conduct performance of his own affairssuch act.
(f) The Eligible Lender Trustee shall not be required to give any bond or surety in respect of the execution of said trusts and powers or otherwise in respect of the premises.
Appears in 1 contract
Samples: Eligible Lender Trust Agreement (Goal Capital Funding, LLC)
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Company). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) In The Trustee shall not be responsible for any recital herein, or in the absence Bonds (except in respect to the certificate of bad faith the Trustee endorsed on its partthe Bonds), or for insuring the Eligible Lender Trustee may conclusively relyproperty herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the truth maintenance of the statements security hereof; and the correctness Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the opinions expressed therein, upon certificates Issuer or opinions furnished to on the Eligible Lender Trustee and conforming to part of the requirements of this Eligible Lender Trust Company under the Financing Agreement; but in the case Trustee may require of any such certificates the Issuer or opinions which by any provisions hereof are specifically required to be furnished the Company full information and advice as to the Eligible Lender Trusteeperformance of the covenants, conditions and agreements aforesaid as to the Eligible Lender condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the Trustee shall not be under a duty to examine the same to determine whether responsible or not they conform as to form liable for any loss suffered in connection with any investment of funds made by it in accordance with the requirements provisions of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust AgreementIndenture.
(c) The Eligible Lender Trustee shall not be accountable for the use of any Bonds authenticated by it or the Paying Agent or delivered hereunder. The Trustee may become the owner of Xxxxx secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Company by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the Company under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the Company as conclusive evidence that such ordinance or resolution has been duly adopted and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct in connection with the performance of its duties hereunder.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the designated corporate trust office of the Trustee, and in exercising the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Trust Estate.
(i) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Trust Estate, and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action under this Section 8.1 and under Article VII hereunder the Trustee may require that a satisfactory indemnity bond or other indemnity be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, including liability incurred in connection with the enforcement of the terms and provisions of this Indenture, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture.
(m) All moneys received by the Trustee or the Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(n) If any event of default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust AgreementIndenture as it shall be directed to in writing by the Requisite Bondholders.
(o) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, shall use the same degree of care and skill in their exercise as a prudent man would exercise financial or use under the circumstances otherwise, in the conduct performance of his own affairsany 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 indemnity satisfactory to it against such risk or liability is not assured to it.
(p) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. [Under no circumstances does the Trustee assume any responsibility or liability for the issuance of the Bonds as obligations the interest on which is excludable from gross income for purposes of federal income taxation or for the maintenance of such tax-exempt status subsequent to the date of issuance of the Bonds. ]
(q) The Trustee shall not be accountable for the use or application by the Company of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or drawn down by the Company in accordance with the provisions of this Indenture and the Financing Agreement or for the use and application of money received by any paying agent.
Appears in 1 contract
Samples: Trust Indenture
Acceptance of the Trusts. The Issuer Sponsor hereby appoints the Eligible Lender Trustee to act as its “"eligible lender trustee” " to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture Act and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, Sponsor pursuant to the Higher Education Act, the Indenture Act and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.
(b) In the absence of bad faith on its part, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust Agreement, shall 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.
Appears in 1 contract
Acceptance of the Trusts. The Issuer hereby initially appoints the Eligible Lender Bond Trustee as Paying Agent and Registrar. The Bond Trustee accepts and agrees to execute the trusts imposed upon it by this Bond Indenture and to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to Bond Trustee under the Higher Education Act, the Indenture and this Eligible Lender Trust Tax Exemption Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trusts, but only upon the terms and subject conditions set forth herein, to all of which the Issuer agrees and the respective owners of the Series 2007A Bonds agree by their acceptance of delivery of any of the Series 2007A Bonds. The Bond Trustee, prior to the following express terms occurrence of an event of default hereunder and conditions:
(a) The Eligible Lender Trustee after the curing of all events of default hereunder which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, Bond Indenture and to perform such trusts as an ordinarily prudent trustee under a corporate indenture and no other implied covenants or obligations shall should be read into this Eligible Lender Trust Agreement Bond Indenture against the Eligible Lender Bond Trustee.
(b) In the absence . If an event of bad faith on its partdefault has occurred and is continuing, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Bond Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements exercise such of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust Agreement, Bond Indenture and shall use the same degree of care and skill in their exercise as a prudent man person would exercise or use under in the circumstances in the conduct of his such person’s own affairs. The Bond Trustee agrees to perform such trusts only upon and subject to the following expressed terms and conditions:
(a) The Bond Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents or receivers and shall not be responsible for the misconduct or negligence of any such attorneys, agents or receivers appointed in the exercise of care, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay and be reimbursed for such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Bond Trustee may act upon the opinion or advice of an attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care. The Bond Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice.
(b) The Bond Trustee shall not be responsible for any recital herein, or in the Series 2007A Bonds (except with respect to the certificate of the Bond Trustee endorsed on the Series 2007A Bonds), or for the investment of moneys as herein permitted (except that no investment shall be made except in compliance with Section 4.7 hereof and the Tax Exemption Agreement), or for the recording or re-recording, filing or re-filing of this Bond Indenture, or any supplement or amendment thereto, or the filing of financing statements(other than continuation statements), or for the validity of the execution by the Issuer of this Bond Indenture, or of any supplemental indentures or instruments of further assurance, or for the sufficiency of the security for the Series 2007A Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the maintenance of the security hereof. The Bond Trustee may (but shall be under no duty to) require of the Issuer and the Borrower full information and advice as to the performance of the covenants, conditions and agreements in the Loan Agreement. Except as otherwise provided in Section 7.4 hereof, the Bond Trustee shall have no obligation to perform any of the duties of the Issuer under the Loan Agreement.
(c) The Bond Trustee shall not be accountable for the investment, use or application by the Issuer or the Borrower of any of the Series 2007A Bonds or the proceeds thereof or for the use or application of any money paid over by the Bond Trustee in accordance with the provisions of this Bond Indenture or for the use and application of money received by any Paying Agent. The Bond Trustee may become the owner of Series 2007A Bonds secured hereby with the same rights it would have if not Bond Trustee.
(d) The Bond Trustee shall be protected in acting upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of Independent Counsel), affidavit, letter, telegram or other paper or document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Bond Trustee pursuant to this Bond Indenture upon the request or Issuer or consent of any person who at the time of making such request or giving such Issuer or consent is the owner of any Series 2007A Bond, shall be conclusive and binding upon all future owners of the same Series 2007A Bond and upon Series 2007A Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Bond Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer by its Chair or County Auditor as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Bond Trustee has been notified as provided in subsection (g) of this Section, or of which by said subsection it is deemed to have notice, may accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Bond Trustee may accept a certificate of the Chair or County Auditor of the Issuer to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted, and is in full force and effect.
(f) The permissive right of the Bond Trustee to do things enumerated in this Bond Indenture shall not be construed as a duty and the Bond Trustee shall not be answerable for other than its gross negligence or willful default.
(g) The Bond Trustee shall not be required to take notice or be deemed to have notice of any default hereunder, other than an event of default under clause (a) or (b) of Section 7.2 hereof unless the Bond Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent in aggregate principal amount of all Series 2007A Bonds then outstanding, and all notices or other instruments required by this Bond Indenture to be delivered to the Bond Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Bond Trustee, and in the absence of such notice so delivered the Bond Trustee may conclusively assume there is no default except as aforesaid.
(h) The Bond Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Property of the Borrower and shall have no obligation to expend its own funds for any purpose whatsoever.
(i) At any and all reasonable times, the Bond Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all books, papers and records of the Issuer pertaining to the Series 2007A Bonds, and to take such memoranda from and in regard thereto as may be desired.
(j) The Bond Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything contained elsewhere in this Bond Indenture, the Bond Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Series 2007A Bonds, the withdrawal of any cash, the release of any Property, or any action whatsoever within the purview of this Bond Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Bond Trustee deemed reasonably necessary for the purpose of establishing the right of the Issuer to the authentication of any Series 2007A Bonds, the withdrawal of any cash, the release of any property or the taking of any other action by the Bond Trustee.
(l) Before taking any action under Articles VII or VIII of this Bond Indenture other than an acceleration when required pursuant to Section 7.3 hereof, the Bond Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful default in connection with any action so taken.
(m) All moneys received by the Bond Trustee or any Paying Agent shall, until used or applied or invested as provided in this Bond Indenture or in the Tax Exemption Agreement, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law or by this Bond Indenture or by the Tax Exemption Agreement. Neither the Bond Trustee nor any Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
Appears in 1 contract
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “"eligible lender trustee” " to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.
(b) In the absence of bad faith on its part, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust Agreement, shall 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.
Appears in 1 contract
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Company). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) In The Trustee shall not be responsible for any recital herein, or in the absence Bonds (except in respect to the certificate of bad faith the Trustee endorsed on its partthe Bonds), or for insuring the Eligible Lender Trustee may conclusively relyproperty herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the truth maintenance of the statements security hereof; and the correctness Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the opinions expressed therein, upon certificates Issuer or opinions furnished to on the Eligible Lender Trustee and conforming to part of the requirements of this Eligible Lender Trust Company under the Financing Agreement; but in the case Trustee may require of any such certificates the Issuer or opinions which by any provisions hereof are specifically required to be furnished the Company full information and advice as to the Eligible Lender Trusteeperformance of the covenants, conditions and agreements aforesaid as to the Eligible Lender condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the Trustee shall not be under a duty to examine the same to determine whether responsible or not they conform as to form liable for any loss suffered in connection with any investment of funds made by it in accordance with the requirements provisions of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust AgreementIndenture.
(c) The Eligible Lender Trustee shall not be accountable for the use of any Bonds authenticated by it or the Paying Agent or delivered hereunder. The Trustee may become the owner of Xxxxx secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer or the Company by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer or the Company under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer or the Company as conclusive evidence that such ordinance or resolution has been duly adopted, and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct in connection with the performance of its duties hereunder.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the designated corporate trust office of the Trustee, and in exercising the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid.
(h) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Trust Estate.
(i) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Trust Estate, and to take such memoranda from and in regard thereto as may be desired.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action under this Section 8.1 and under Article VII hereunder the Trustee may require that a satisfactory indemnity bond or other indemnity be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, including liability incurred in connection with the enforcement of the terms and provisions of this Indenture, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken. Such indemnity shall survive the termination of this Indenture.
(m) All moneys received by the Trustee or the Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(n) If any Event of Default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust AgreementIndenture as it shall be directed to in writing by the Requisite Bondholders.
(o) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, shall use the same degree of care and skill in their exercise as a prudent man would exercise financial or use under the circumstances otherwise, in the conduct performance of his own affairsany 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 indemnity satisfactory to it against such risk or liability is not assured to it.
(p) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, except for any information provided by the Trustee, and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. Under no circumstances does the Trustee assume any responsibility or liability for the issuance of the Bonds as obligations the interest on which is excludable from gross income for purposes of federal income taxation or for the maintenance of such tax-exempt status subsequent to the date of issuance of the Bonds.
(q) The Trustee shall not be accountable for the use or application by the Company of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or drawn down by the Company in accordance with the provisions of this Indenture and the Financing Agreement or for the use and application of money received by any paying agent.
Appears in 1 contract
Samples: Trust Indenture
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Student Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Student Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.
(b) In the absence of bad faith on its part, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust Agreement, shall 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.
Appears in 1 contract
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts in the manner in which a corporate trustee ordinarily would perform said trusts under a corporate indenture, and the Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall 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 its own affairs, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee:
(a) Prior to the occurrence of an Event of Default and after the cure of all Events of Default which may have occurred, the Trustee’s duties and responsibilities shall include only those expressly set forth in this Indenture and those rights, duties, responsibilities, and obligations which are reserved to or imposed upon the Issuer under this Indenture and the Lease, excepting only such of those rights, duties, responsibilities, and obligations as may only be properly and lawfully exercised by or imposed upon the Issuer. Upon the occurrence of an Event of Default the Trustee shall be and is hereby authorized to bring appropriate action for judgment or such other relief as may be appropriate and such action may be in the name of the Trustee or in the name of the Issuer and the Trustee jointly; but in such case, neither the Issuer nor the Trustee shall have any obligation for any fees and expenses of such action except out of any funds available by reason of the ownership of the Project and moneys available under this Indenture, the Lease and the PILOT Agreement. In addition, the Trustee may file such proof of claim and such other documents as may be necessary and advisable in order to have the claims of the Trustee and the Bondowners relative to the Bonds or the obligations relating thereto allowed in any judicial proceeding.
(b) In the absence of bad faith on its part, the Eligible Lender The Trustee may conclusively relyexecute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, as attorneys or receivers. The Trustee shall be entitled to act upon and rely upon the opinion or advice of counsel, who may be counsel to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall Issuer or the Company, concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such agents, attorneys and receivers as may reasonably be under a duty to examine the same to determine whether or not they conform as to form employed in connection with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreementtrusts hereof.
(c) The Eligible Lender Trustee, in exercising its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights which it would have if it were not Trustee.
(d) The Trustee may rely and shall be protected in acting or refraining from acting upon any ordinance, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, affidavit, letter, telegram or other paper or document provided for under this Indenture, the Lease or the PILOT Agreement believed by it to be genuine and correct and to have been signed, presented or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent is a Bondowner, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or upon transfer or in substitution thereof.
(e) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, or whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed by the mayor of the Issuer or the Authorized Company Representative as sufficient evidence of the facts therein contained, and the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct.
(g) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representative shall have the right to inspect any and all of the Project and all books, papers and records of the Issuer and the Company pertaining to the Project and the Bonds, and to make such notes and copies as may be desired.
(h) The Trustee shall not be required to give any bond or surety with respect to the execution of its trusts and powers vested hereunder or otherwise with respect to the Project.
(i) The Trustee shall have the right, but shall not be required, to demand, with respect to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purpose of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in it addition to that by this Eligible Lender Trust Agreementthe terms hereof required, shall use the same degree of care and skill in their exercise as a prudent man would exercise condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, or use the taking of any other action by the Trustee.
(j) The Trustee shall not be required to take notice of, or be deemed to have notice of, any default hereunder or under the circumstances Lease, except the failure by the Company to cause to be made any of the payments required to be made under the Lease or in accordance with Article VI hereof, or the failure by the Issuer to cause compliance by the Company with the provisions of Article VI of the Lease, unless the Trustee shall have been specifically notified in writing of such default by the Issuer or by Bondowners owning 100% in aggregate principal amount of all Bonds then Outstanding.
(k) The Trustee may inform the Bondowners of environmental hazards that the Trustee has reason to believe exist with respect to the Project, the Land or the Improvements, and the Trustee shall have the right to take no further action with respect thereto, and, in such event, no fiduciary duty shall exist which imposes any obligation for further action by the Trustee with respect to the Project, the Land, the Improvements, the Trust Estate, or any portion thereof, if, in the conduct opinion of his own affairsthe Trustee, such action would subject the Trustee to environmental or other liability for which the Trustee has not received indemnity satisfactory to it.
Appears in 1 contract
Samples: Trust Indenture
Acceptance of the Trusts. The Issuer Depositor hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture Act and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, Depositor pursuant to the Higher Education Act, the Indenture Act and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.
(b) In the absence of bad faith on its part, the Eligible Lender Trustee may conclusively relyrely upon, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions, resolutions, statements, reports or opinions other documents furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust AgreementAgreement and the Eligible Lender Trustee shall not be responsible for the accuracy of any such certificates, opinions, resolutions, statements, reports or other documents; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in exercising ascertaining the rights and powers vested pertinent facts.
(d) The Eligible Lender Trustee shall not be required to expend any of its own funds or otherwise incur financial responsibility in it by connection with this Eligible Lender Trust Agreement, Agreement or its duties hereunder if it shall use 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) The right of the same degree of care and skill Eligible Lender Trustee to perform any discretionary act enumerated in their exercise this Eligible Lender Trust Agreement shall not be construed as a prudent man would exercise duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or use under the circumstances willful misconduct in the conduct performance of his own affairssuch act.
(f) The Eligible Lender Trustee shall not be required to give any bond or surety in respect of the execution of said trusts and powers or otherwise in respect of the premises.
Appears in 1 contract
Samples: Eligible Lender Trust Agreement (Goal Capital Funding, LLC)
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee Trustee, prior to the occurrence of any Event of Default and after the curing or waiver 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 Eligible Lender Trust Agreement, and no implied covenants Indenture. In case an Event of Default has occurred (which has not been cured or obligations shall be read into this Eligible Lender Trust Agreement against waived) the Eligible Lender Trustee.
(b) In the absence of bad faith on its part, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements exercise such of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising the rights and powers vested in it by this Eligible Lender Trust AgreementIndenture, shall and use the same degree of care and skill in their exercise exercise, as a prudent man corporate trustee would exercise or use under the circumstances in the enforcement of a corporate indenture.
(b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of his the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters relating to the trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Company), approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or inaction in good faith in reliance upon such opinion or advice.
(c) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on the Bonds), or for the recording or re-recording, filing or re-filing of this Indenture, or any other instrument required by this Indenture to secure the Bonds, or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby.
(d) The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if it were not the Trustee. To the extent permitted by law, the Trustee may also receive tenders and purchase in good xxxxx Xxxxx from itself, including any department, affiliate or subsidiary, with like effect as if it were not the Trustee.
(e) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon owners of Bonds issued in exchange therefor or in place thereof.
(f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer, signed by its County Judge and attested by its County Clerk, or of the Company, signed by an Authorized Company Representative, as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default of which the Trustee has been notified as provided in subsection (h) of this Section 9.01, or of which by said subsection it is deemed to have notice, the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the County Clerk of the Issuer under the Issuer's seal to the effect that an order in the form therein set forth has been entered by the County Court of the Issuer as conclusive evidence that such order has been duly entered, and is in full force and effect.
(g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and it shall not be answerable for other than its negligence or willful default.
(h) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the Issuer to cause to be made any of the payments to the Trustee required to be made by Article IV hereof or the existence of an Event of Default described in Section 8.01(d) hereof, unless the Trustee shall be specifically notified in writing of such Event of Default by the Issuer or by the holders of at least 25% in aggregate principal amount of Bonds then Outstanding; and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default except as aforesaid.
(i) Subject to the provisions of the Plant Agreements, at any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right fully to inspect all books, papers and records of the Issuer pertaining to the Facilities and the Bonds.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, which the Trustee in its discretion may deem desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action referred to in Sections 8.02, 8.03, 8.04, 8.10, 8.12 or 9.04 hereof, the Trustee may require that satisfactory security and/or indemnity be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful default by reason of any action so taken.
(m) All moneys received by the Trustee or any paying agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required herein or by law. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received hereunder except such as may be mutually agreed upon.
(n) No provision of this Indenture shall require the Trustee to expend or risk its own affairsfunds 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 1 contract
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Indenture Trustee accepts and agrees to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts execute the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trustsIndenture, but only upon and subject to the following express terms and conditions:
(a) conditions set forth herein. The Eligible Lender Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, Base Indenture and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Base Indenture against the Eligible Lender Indenture Trustee.. In case an Event of Default has occurred of which the Indenture Trustee has, or is deemed to have, notice in accordance with this Indenture and has not been cured, the Indenture Trustee agrees to act in accordance with the instructions and orders of the Requisite Investors, but in any such event, only upon and subject to the following expressed terms and conditions:
(a) The Indenture Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers, employees or co-trustees and shall not be answerable for the conduct of the same if appointed in accordance with the standards set forth herein, and shall be entitled to an Opinion of Counsel or advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers, and employees as may reasonably be employed in connection with the trusts hereof. The Indenture Trustee may act upon an Opinion of Counsel or the opinion or advice of an attorney or accountant rendered by it in the exercise of reasonable care. The Indenture Trustee shall not be responsible for any loss or damage resulting from any action or nonaction of such Person which is in good faith and in reliance upon such opinion or advice. The Indenture Trustee shall not be responsible for any action or inaction of the Servicer or any party hereto except as provided herein or under applicable laws, rules and regulations. 57
(b) In The Indenture Trustee shall not be responsible for any recital herein, or in any Note, or for the absence validity of bad faith on its partthe execution by the Issuer or the other parties of this Indenture or the other Related Documents, or of any Supplement or instruments of further assurance, or for the Eligible Lender Trustee may conclusively relysufficiency of the security for the Notes issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the truth maintenance of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreementsecurity hereof.
(c) The Eligible Lender Indenture Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or for the use or application of any money paid over by the Indenture Trustee in accordance with the provisions of this Indenture or for the use and application of other money received by the Indenture Trustee.
(d) The Indenture Trustee shall be protected in acting upon any notice, requisition, request, consent, certificate, order, opinion, affidavit, letter, telegram or other paper or document reasonably believed to be genuine and correct and to have been signed or sent by the proper Person or Persons. Any action taken by the Indenture Trustee pursuant to this Indenture upon the request or authority or consent of any Person who at the time of making such request or giving such authority or consent is the owner of a Note shall be conclusive and binding upon all future owners of the Notes and upon any Notes issued in exercising exchange therefor or in place thereof.
(e) Except as otherwise expressly provided in this Indenture, as to the rights existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Indenture Trustee shall be entitled to rely upon a certificate of an officer of any Noteholder as sufficient evidence of facts therein contained, and prior to the occurrence of a default of which the Indenture Trustee has been notified as provided in subsection (g) of this Section 10.1, or of which by said subsection it is deemed to have notice, and shall also be at liberty to accept a dealing, transaction or action as necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same.
(f) The permissive right of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct; provided, however, that the Indenture Trustee shall not be liable for any error of judgment made in good faith, unless it shall be proved that such Person was negligent in ascertaining the pertinent facts.
(g) The Indenture Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure by the Issuer to cause to be made any of the payments to it for the account of the Noteholders required to be made by Section 8.1, or defaults under Section 9.1, unless the Indenture Trustee shall be specifically notified in writing of such default by the Issuer or a Noteholder. 58
(h) The Indenture Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers vested or otherwise in it by respect of the premises.
(i) No provision of this Eligible Lender Trust Agreement, Base Indenture shall use require the same degree of care and skill in their exercise as a prudent man would exercise Indenture Trustee to expend or use under the circumstances 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.
(j) All moneys received by the Indenture Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received in the respective account.
(k) Whether or not herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of his own affairsor affording protection to the Indenture Trustee shall be subject to the provisions of this Section.
(l) NOTWITHSTANDING ANY OTHER PROVISION OF THIS INDENTURE OR THE OTHER RELATED DOCUMENTS, NOTHING IN THIS INDENTURE OR THE OTHER RELATED DOCUMENTS SHALL BE CONSTRUED TO LIMIT THE LEGAL RESPONSIBILITY OF THE INDENTURE TRUSTEE TO THE SECRETARY OF EDUCATION OR A FEDERAL GUARANTOR FOR ANY VIOLATIONS OF STATUTORY OR REGULATORY REQUIREMENTS THAT MAY OCCUR WITH RESPECT TO STUDENT LOANS HELD BY THE INDENTURE TRUSTEE PURSUANT TO, OR TO OTHERWISE COMPLY WITH ITS OBLIGATIONS UNDER, THE HIGHER EDUCATION ACT OR IMPLEMENTING REGULATIONS.
Appears in 1 contract
Samples: Base Indenture (Uici)
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to no implied covenants or obligations shall be read into this Indenture against the following express terms and conditions:Trustee.
(a) The Eligible Lender Trustee undertakes may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of Counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the Public Library). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on the Bonds), or for insuring the property herein conveyed or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the maintenance of the security hereof; but the Trustee may require of the Issuer full information and advice as to the performance of the covenants, conditions and agreements aforesaid or as to the condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the Issuer under the Financing Agreement, and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with the provisions of this Indenture.
(c) The Trustee shall not be accountable for the use of any Bonds authenticated by it or delivered hereunder. The Trustee may become the owner of Xxxxx secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bonds, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Issuer by its duly authorized officers as sufficient evidence of the facts therein contained, and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which pursuant to said subsection it is deemed to have notice, the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the Issuer under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such ordinance or resolution has been duly adopted and is in full force and effect.
(f) 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 only such duties obligations as are specifically set forth in this Eligible Lender Trust AgreementIndenture, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(bg) In The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless the Trustee shall be specifically notified in writing of such default by the Issuer or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding, and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in the absence of bad faith on its partsuch notice so delivered, the Eligible Lender Trustee may conclusively rely, assume there is no default except as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreementaforesaid.
(ch) [RESERVED]
(i) The Eligible Lender Trustee shall not be required to give any bonds or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(j) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(k) Before taking any action under this Section 8.1 or otherwise and notwithstanding any other provision of this Indenture, the Trustee shall have the right, but shall not be required, to demand, as a condition of any action by the Trustee in respect of the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, a) any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof deemed appropriate by the Trustee, in exercising addition to that required by the rights and powers vested in it by this Eligible Lender Trust Agreementterms hereof, shall 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.and
Appears in 1 contract
Samples: Trust Indenture
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Indenture and no implied covenants or obligation shall be read into this Indenture against the Trustee. If any event of default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care as a prudent person would exercise or use in the circumstance in the conduct of such person’s own affairs.
(a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or if appointed through attorneys, agents, receivers or employees but shall not be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for the City or the Company). The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of the Trustee endorsed on the Bonds), or for insuring the property herein conveyed or collecting any insurance moneys, or for the validity of the execution by the City of this Indenture or of any supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the maintenance of the security hereof; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the City or on the part of the Company under the Financing Agreement; but the Trustee may require of the City or the Company full information and advice as to the performance of the covenants, conditions and agreements aforesaid as to the condition of the property herein conveyed. The Trustee shall have no obligation to perform any of the duties of the City under the Financing Agreement, and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with the provisions of this Indenture.
(c) The Trustee shall not be accountable for the use of any Bonds authenticated by it or delivered hereunder. The Trustee may become the owner of Bonds secured hereby with the same rights which it would have if not Trustee.
(d) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bonds, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the City or the Company by its duly authorized officers as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or of which said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the City or the Company under its seal to the effect that an ordinance or resolution in the form therein set forth has been adopted by the City or the Company as conclusive evidence that such ordinance or resolution has been duly adopted, and is in full force and effect.
(f) 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 Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee.
(bg) In The Trustee shall not be required to take notice or be deemed to have notice of any event of default hereunder (other than payment of the principal and interest on the Bonds) unless a Responsible Officer of the Trustee shall be specifically notified in writing of such default by the City or by the holders of at least twenty-five percent (25%) in aggregate principal amount of all Bonds then outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in the absence of bad faith on its partsuch notice so delivered, the Eligible Lender Trustee may conclusively rely, assume there is no default except as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreementaforesaid.
(ch) At any and all reasonable times and upon reasonable prior written notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Project, and to take such memoranda from and in regard thereto as may be desired.
(i) The Eligible Lender Trustee shall not be required to give any Bonds or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(j) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Trustee, deemed desirable for the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee.
(k) Before taking any action under this Section 8.1 the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in exercising connection with any action so taken. Such indemnity shall survive the rights and powers vested termination of this Indenture.
(l) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in it trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Eligible Lender Trust Agreement, law. The Trustee shall use the same degree of care and skill in their exercise as a prudent man would exercise or use not be under the circumstances in the conduct of his own affairsany liability for interest on any moneys received hereunder.
Appears in 1 contract
Samples: Trust Indenture
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, represents and covenants that it is fully empowered under the applicable laws and regulations of the State of New York to accept said trusts, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this Indenture against the Trustee:
(a) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be responsible for the acts of any attorneys, agents or receivers appointed by it in good faith and without negligence, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of counsel. The Trustee shall not be responsible for any loss or damage resulting from any action or non-action in good faith in reliance upon such opinion or advice.
(b) The Trustee shall not be responsible for any recital herein, or in the Bonds (except with respect to the certificate of the Trustee endorsed on the Bonds), or for the recording or re-recording, filing or re-filing of this Indenture, or for the validity of the execution by the Issuer of this Indenture or any instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 5.4 hereof including, without limitation, any loss suffered in connection with the sale of any investment pursuant to Section 5.4 hereof.
(c) The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the owner of Bonds with the same rights which it would have if it were not Trustee.
(d) The Trustee shall be protected in acting in good faith upon any notice, request, resolution, consent, certificate, affidavit, letter, telegram or other paper or document, or oral communication or direction, believed to be genuine and correct and to have been signed or sent or given by the proper person or persons, including a certificate of any Authorized Company Representative to the effect that no Act of Bankruptcy has occurred. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the holder of any Bond shall be conclusive and binding upon all future holders of the same Bond and upon Xxxxx issued in exchange therefor or upon transfer or in place thereof.
(e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the issuer by an Authorized Issuer Representative, as sufficient evidence of the facts therein contained, and prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (g) of this Section, or subsequent to the waiver, rescission or annulment of a default as provided in Article VII hereof, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a Certificate of the Issuer to the effect that a resolution or ordinance in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution or ordinance has been duly adopted, and is in full force and effect.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be liable in the performance of its obligations hereunder except for its negligence or willful default.
(g) The Trustee shall not be required to take notice or be deemed to have notice of any default or Event of Default hereunder except failure to cause to be made any of the payments to the Trustee required to be made by Section 5.1 hereof unless the Trustee shall be specifically notified in writing of such default or Event of Default by the Issuer, the holders of at
(h) The Trustee shall not be required to give any bonds or surety in respect of the execution of its trusts and powers hereunder.
(i) Before taking any action under Article VII hereof (except the first sentence of Section 7.2) or this Section at the request or direction of the Bondholders or the Credit Bank, the Trustee may require that a satisfactory indemnity bond be furnished by the Bondholders or that reasonable indemnity be furnished by the Credit Bank, as the case may be, for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful default in connection with any action so taken.
(j) All moneys received by the Trustee or any Paying Agent shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received and shall not be commingled with the general funds of the Trustee or any Paying Agent but need not be segregated from other funds except to the extent required by law and the provisions of this Indenture. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon.
(k) The Trustee, prior to the occurrence of an Event of Default specified in Section 7.1 of this Indenture and after the curing 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 Eligible Lender Trust AgreementIndenture and, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Trustee.
(b) In in the absence of bad faith on its part, the Eligible Lender 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 Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust AgreementIndenture; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or Indenture. In case an Event of Default has occurred (which has not they contain been cured) the statements required under this Eligible Lender Trust Agreement.
(c) The Eligible Lender Trustee, in exercising Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust AgreementIndenture, shall and use the same degree of care and skill in their exercise exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(l) 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 subsection shall not be construed to limit the effect of subsection (k) of this Section;
(ii) The Trustee shall not be liable for any error of judgment made in good faith by an officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(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 a majority in aggregate principal amount of the Bonds outstanding relating to the time, method and place of conducting any proceeding or any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(iv) 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.
(m) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the Project including all books, papers and records of the Issuer pertaining to the Project and the Bonds, and to take such memoranda from and in regard thereto as may be desired subject to the provisions of Section 5.1 of the Agreement.
Appears in 1 contract
Samples: Indenture of Trust (Enron Corp/Or/)
Acceptance of the Trusts. The Issuer hereby appoints the Eligible Lender Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts the trusts granted to imposed upon it by this Eligible Lender Trust Agreement Indenture, and agrees to perform said truststrusts in the manner in which a corporate trustee ordinarily would perform said trusts under a corporate indenture, and the Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall 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 its own affairs, but only upon and subject to the following express terms and conditions:
(a) The Eligible Lender Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement Indenture against the Eligible Lender Trustee:
(a) Prior to the occurrence of an Event of Default and after the cure of all Events of Default which may have occurred, the Trustee’s duties and responsibilities shall include only those expressly set forth in this Indenture and those rights, duties, responsibilities, and obligations which are reserved to or imposed upon the Issuer under this Indenture, the Base Lease and the Lease, excepting only such of those rights, duties, responsibilities, and obligations as may only be properly and lawfully exercised by or imposed upon the Issuer. Upon the occurrence of an Event of Default the Trustee shall be and is hereby authorized to bring appropriate action for judgment or such other relief as may be appropriate and such action may be in the name of the Trustee or in the name of the Issuer and the Trustee jointly; but in such case, neither the Issuer nor the Trustee shall have any obligation for any fees and expenses of such action except out of any funds available by reason of the ownership of the Project and moneys available under this Indenture, the Base Lease, the Lease and the PILOT Agreement. In addition, the Trustee may file such proof of claim and such other documents as may be necessary and advisable in order to have the claims of the Trustee and the Bondowners relative to the Bonds or the obligations relating thereto allowed in any judicial proceeding.
(b) In the absence of bad faith on its part, the Eligible Lender The Trustee may conclusively relyexecute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, as attorneys or receivers. The Trustee shall be entitled to act upon and rely upon the opinion or advice of counsel, who may be counsel to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall Issuer or the Company, concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such agents, attorneys and receivers as may reasonably be under a duty to examine the same to determine whether or not they conform as to form employed in connection with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreementtrusts hereof.
(c) The Eligible Lender Trustee, in exercising its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights which it would have if it were not Trustee.
(d) The Trustee may rely and shall be protected in acting or refraining from acting upon any ordinance, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, affidavit, letter, telegram or other paper or document provided for under this Indenture, the Base Lease, the Lease or the PILOT Agreement believed by it to be genuine and correct and to have been signed, presented or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent is a Bondowner, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or upon transfer or in substitution thereof.
(e) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, or whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed by the mayor of the Issuer or the Authorized Company Representative as sufficient evidence of the facts therein contained, and the Trustee shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same.
(f) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct.
(g) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representative shall have the right to inspect any and all of the Project and all books, papers and records of the Issuer and the Company pertaining to the Project and the Bonds, and to make such notes and copies as may be desired.
(h) The Trustee shall not be required to give any bond or surety with respect to the execution of its trusts and powers vested hereunder or otherwise with respect to the Project.
(i) The Trustee shall have the right, but shall not be required, to demand, with respect to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purpose of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in it addition to that by this Eligible Lender Trust Agreementthe terms hereof required, shall use the same degree of care and skill in their exercise as a prudent man would exercise condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, or use the taking of any other action by the Trustee.
(j) The Trustee shall not be required to take notice of, or be deemed to have notice of, any default hereunder or under the circumstances Lease, except the failure by the Company to cause to be made any of the payments required to be made under the Lease or in accordance with Article VI hereof, or the failure by the Issuer to cause compliance by the Company with the provisions of Article VI of the Lease, unless the Trustee shall have been specifically notified in writing of such default by the Issuer or by Bondowners owning 100% in aggregate principal amount of all Bonds then Outstanding.
(k) The Trustee may inform the Bondowners of environmental hazards that the Trustee has reason to believe exist with respect to the Project, the Land or the Improvements, and the Trustee shall have the right to take no further action with respect thereto, and, in such event, no fiduciary duty shall exist which imposes any obligation for further action by the Trustee with respect to the Project, the Land, the Improvements, the Trust Estate, or any portion thereof, if, in the conduct opinion of his own affairsthe Trustee, such action would subject the Trustee to environmental or other liability for which the Trustee has not received indemnity satisfactory to it.
Appears in 1 contract
Samples: Trust Indenture
Acceptance of the Trusts. The Issuer Each Lender hereby appoints the Eligible Lender The Bank of New York, as Indenture Trustee to act as its “eligible lender trustee” to hold legal title to the Financed Eligible Loans pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreementhereunder. The Eligible Lender Indenture Trustee shall hold legal title accepts and agrees to the Financed Eligible Loans, for the benefit of the Issuer, subject to the pledge of the Indenture, pursuant to the Higher Education Act, the Indenture and this Eligible Lender Trust Agreement. The Eligible Lender Trustee hereby accepts execute the trusts granted to it by this Eligible Lender Trust Agreement and agrees to perform said trustsAgreement, but only upon the terms and subject conditions set forth herein. The Indenture Trustee, prior to the following express terms occurrence of an Event of Termination and conditions:
(a) The Eligible Lender Trustee after the curing of all Events of Termination which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Eligible Lender Trust Agreement, Agreement and no implied covenants or obligations shall be read into this Eligible Lender Trust Agreement against the Eligible Lender Indenture Trustee. The Indenture Trustee shall not be liable for any of its actions or inactions hereunder except to the extent that such actions constitute negligence or willful misconduct by the Indenture Trustee. In case an Event of Termination has occurred of which the Indenture Trustee has, or is deemed to have, notice in accordance with this Agreement and has not been cured, the Indenture Trustee agrees to act in accordance with the instructions and orders of the Administrative Agent, but in any such event, only upon and subject to the following expressed terms and conditions:
(a) The Indenture Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers, employees or co-trustees but shall be responsible for the conduct of the same in accordance with the standard specified above, except as otherwise provided herein and except for the acts and omissions of agents of Persons other than the Indenture Trustee chosen by Issuer and approved by the Administrative Agent and the Funding Agents and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers, and employees as may reasonably be employed in connection with the trusts hereof. The Indenture Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care. The Indenture Trustee shall not be responsible for any loss or damage resulting from any action or nonaction of such Person which is in good faith and in reliance upon such opinion or advice. The Indenture Trustee shall not be responsible for any action or inaction of the Master Servicer, any Sub-Servicer or any party hereto except as provided herein or under applicable laws, rules and regulations.
(b) In The Indenture Trustee shall not be responsible for any recital herein, or in the absence Notes, or for the validity of bad faith on its partthe execution by Issuer of this Agreement, or of any supplemental indentures or instruments of further assurance, or for the Eligible Lender Trustee may conclusively relysufficiency of the security for the Notes issued hereunder or intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the truth maintenance of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Eligible Lender Trustee and conforming to the requirements of this Eligible Lender Trust Agreement; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Eligible Lender Trustee, the Eligible Lender Trustee shall be under a duty to examine the same to determine whether or not they conform as to form with the requirements of this Eligible Lender Trust Agreement and whether or not they contain the statements required under this Eligible Lender Trust Agreementsecurity hereof.
(c) The Eligible Lender Indenture Trustee shall not be accountable for the use or application by Issuer of the Notes or the proceeds thereof or for the use or application of any money paid over by the Indenture Trustee in accordance with the provisions of this Agreement or for the use and application of other money received by the Indenture Trustee.
(d) The Indenture Trustee shall be protected in acting upon any notice, requisition, request, consent, certificate, order, opinion, affidavit, letter, telegram or other paper or document reasonably believed to be genuine and correct and to have been signed or sent by the proper Person or Persons. Any action taken by the Indenture Trustee pursuant to this Agreement upon the request or authority or consent of any Person who at the time of making such request or giving such authority or consent is the owner of the Notes shall be conclusive and binding upon all future owners of the Notes and upon any Notes issued in exercising exchange therefor or in place thereof.
(e) Except as otherwise expressly provided in this Agreement, as to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Indenture Trustee shall be entitled to conclusively rely upon a certificate of the Administrative Agent as sufficient evidence of facts therein contained, and prior to the occurrence of a default of which the Indenture Trustee has been notified as provided in subsection (g) of this Section, or of which by said subsection it is deemed to have notice, shall also be at liberty to accept a dealing, transaction or action as necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same.
(f) The permissive right of the Indenture Trustee to do things enumerated in this Agreement shall not be construed as a duty. The Indenture Trustee shall not be answerable for other than its negligence or willful misconduct; provided, however, that the Indenture Trustee shall not be liable for any error of judgment made in good faith, unless it shall be proved that such Person was negligent in ascertaining the pertinent facts.
(g) The Indenture Trustee shall not be required to take notice or be deemed to have notice of any Event of Termination or other default hereunder except failure by Issuer to cause to be made any of the payments to the Indenture Trustee for the account of the Lenders required to be made by Article III, or Events of Termination under clause (a) of Section 8.01, unless the Indenture Trustee shall be specifically notified in writing of such default by Issuer, the Lenders, any Funding Agent or the Administrative Agent.
(h) The Indenture Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(i) No provision of this 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, 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.
(j) If any Event of Termination under this Agreement shall have occurred and be continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Eligible Lender Trust Agreement, and shall use the same degree of care and skill in their exercise as a prudent man person would exercise or use under in the circumstances in the conduct of his or her own affairs.
(k) All moneys received by the Indenture Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received in the Collection Account.
(l) The Indenture Trustee shall file Uniform Commercial Code continuation statements to the Uniform Commercial Code financing statements in favor of the Indenture Trustee originally filed at the delivery of this Agreement prior to every fifth year.
(m) Whether or not herein expressly so provided, every provision of this 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 9.07.
Appears in 1 contract
