Additional Rights of the Trustee. (a) No provision in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. (b) The Trustee shall be entitled to rely on advice of or on an opinion of counsel concerning all matters of trust and its duty hereunder and shall not be liable for any action taken or not taken by it in reliance on such advice or on such opinion of counsel. (c) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution notice, request, consent, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and to have been signed or sent by the proper person or persons. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, notice, consent, request, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document. (d) The permissive right of the Trustee to take action enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence, willful misconduct or lack of good faith. In no event shall the Trustee be liable for indirect, special, incidental, punitive or consequential losses or damages, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof. (e) 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 Assets. (f) The Trustee shall not be accountable for the use or application by the Grantor or any Beneficiary or any other party of Assets which the Trustee has released in accordance with the terms of this Trust Agreement. (g) The Trustee makes no representations as to the validity or sufficiency of the Assets and the Trust Account for any particular purpose and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations assigned to or imposed upon it as provided herein. (h) The Trustee shall not be responsible for the perfection, priority or enforceability of any lien or security interest in any of the Assets or in the Trust Account. (i) In accepting the trust hereby created, the Trustee acts solely as trustee and not in its individual capacity, and all persons having any claim against the Trustee arising from this Trust Agreement, shall look only to the Assets held by the Trustee hereunder for payment except as otherwise provided herein. (j) The Trustee shall not be considered in breach of or in default in its obligations hereunder in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control (including, but not limited to, any act or provision of any present or future law or regulation or Governmental Authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility) or without its willful misconduct, negligence or lack of good faith.
Appears in 1 contract
Additional Rights of the Trustee. In addition to the rights and protections of the Trustee under the Indenture, the Trustee shall have the following additional rights and protections under this Sixth Supplemental Indenture and the Seaspan Investment Pledge Agreement:
(a) No provision in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
(b) The Trustee shall be entitled to rely on advice of or on an opinion of counsel concerning all matters of trust and its duty hereunder and shall not be liable for any action taken or not taken by it in reliance on such advice or on such opinion of counsel.
(c) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution notice, request, consent, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and to have been signed or sent by the proper person or persons. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, notice, consent, request, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document.
(d) The permissive right of the Trustee to take action enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence, willful misconduct or lack of good faith. In no event shall the Trustee be liable for indirect, special, incidental, punitive or consequential losses or damages, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof.
(e) 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 Assets.
(f) The Trustee shall not be accountable for the use or application by the Grantor or any Beneficiary or any other party of Assets which the Trustee has released in accordance with the terms of this Trust Agreement.
(g) The Trustee makes no representations as to the validity or sufficiency of the Assets and the Trust Account for any particular purpose and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations assigned to or imposed upon it as provided herein.
(h) The Trustee shall not be responsible for, nor incur any liability with respect to, (i) the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of any lien or the security interest in any of the Assets Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part under this Sixth Supplemental Indenture or the Seaspan Investment Pledge Agreement, or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust or such other documents or instruments related to the Collateral, (ii) the validity, sufficiency or condition of the Collateral or any agreement or assignment related thereto, (iii) the validity of the title of Speaspan Investment to the Collateral, (iv) insuring the Collateral or (v) the payment of taxes, charges or assessments upon the Collateral;
(b) the Trustee shall have no duty to the Holders of the 2025 Notes as to any Collateral in its possession or in the Trust Account.possession of someone under its control or in the possession or control of any agent or nominee of the Trustee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords similar assets held for the benefit of third parties;
(ic) In accepting the trust hereby created, the Trustee acts solely as trustee and not in its individual capacity, and all persons having shall be under no obligation independently to request or examine insurance coverage with respect to any claim against Collateral; and
(d) the Trustee arising from this Trust Agreement, shall look only be under no obligation or duty to take any action under the Assets held by Indenture or the Seaspan Investment Pledge Agreement if taking such action would subject the Trustee hereunder for payment except as otherwise provided hereinto a tax in any jurisdiction where it is not then subject to a tax or would require the Trustee to qualify to do business in any jurisdiction where it is not then so qualified.
(j) The Trustee shall not be considered in breach of or in default in its obligations hereunder in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control (including, but not limited to, any act or provision of any present or future law or regulation or Governmental Authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility) or without its willful misconduct, negligence or lack of good faith.
Appears in 1 contract
Additional Rights of the Trustee. (a) No provision in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
(b) The Trustee shall be entitled retain the right not to rely on advice of or on an opinion of counsel concerning all matters of trust and its duty hereunder act and shall not be liable for refusing to act if, due to a lack of information or for any action taken other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti- terrorist legislation, Sanctions, regulation or guideline. Further, notwithstanding any other provisions of this Indenture to the contrary, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, Sanctions, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the other parties hereto. For greater certainty, during such notice period the Trustee shall continue to have the right not taken to act and shall not be liable for refusing to act in accordance with the first sentence of this Section 7.13(a).
(b) Notwithstanding anything to the contrary herein, the Trustee may, without liability, disclose information about the Holders and Beneficial Owners or potential Holders or Beneficial Owners of the Notes pursuant to subpoena or other order issued by it in reliance on such advice a court of competent jurisdiction or on such opinion of counselwhen otherwise required by applicable law.
(c) The Unless otherwise notified in accordance with this Indenture, the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution notice, request, consent, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document believed by it entitled to be genuine and to assume that all payments have been signed or sent made by the proper person or persons. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, notice, consent, request, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or documentCompany as required under this Indenture.
(d) The permissive right Trustee may assume for the purposes of this Indenture that any address on the register of the Trustee to take action enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence, willful misconduct or lack of good faith. In no event shall the Trustee be liable for indirect, special, incidental, punitive or consequential losses or damages, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised Holders of the possibility thereofNotes is the Holder’s actual address and is also determinative as to residency.
(e) The Trustee shall not be required entitled to give process all transfers of Notes upon the presumption that such transfers are permissible pursuant to all applicable laws and regulatory requirements. The Trustee shall have no obligation to ensure that legends appearing on the Notes certificates comply with regulatory requirements or securities laws of any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the Assetsapplicable jurisdiction.
(f) The Except as provided in this Indenture, the Trustee shall retain the right not to act and shall not be accountable held liable for the use or application by the Grantor or any Beneficiary or any other party of Assets refusing to act unless it has received clear and reasonable documentation which the Trustee has released in accordance complies with the terms of this Trust AgreementIndenture; such document must not require the exercise of any discretion or independent judgment.
(g) The Trustee makes no representations as hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the validity or sufficiency of same upon the Assets terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the Trust Account for any particular purpose various persons who shall from time to time be Holders, subject to all the terms and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations assigned to or imposed upon it as provided hereinconditions herein set forth.
(h) The Trustee shall not be responsible for the perfection, priority or enforceability of any lien or security interest in any of the Assets or in the Trust Account.
(i) In accepting the trust Each party to this Indenture hereby created, represents to the Trustee acts solely as trustee and not in its individual capacitythat any account to be opened by, and all persons having any claim against the Trustee arising from this Trust Agreement, shall look only or interest to the Assets be held by the Trustee hereunder in connection with this Indenture, for payment except as otherwise provided herein.
or to the credit of such party, either (ji) The Trustee shall is not intended to be considered used by or on behalf of any third party or (ii) is intended to be used by or on behalf of a third party, in breach of or in default in its obligations hereunder which case such party hereto agrees to complete and execute forthwith a declaration in the event of delay in Trustee’s prescribed form as to the performance particulars of such obligations due to unforeseeable causes beyond its control (including, but not limited to, any act or provision of any present or future law or regulation or Governmental Authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility) or without its willful misconduct, negligence or lack of good faiththird party.
Appears in 1 contract
Samples: Indenture (Enerflex Ltd.)
Additional Rights of the Trustee. (a) No provision in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
(b) The Trustee shall be entitled retain the right not to rely on advice of or on an opinion of counsel concerning all matters of trust and its duty hereunder act and shall not be liable for refusing to act if, due to a lack of information or for any action taken other reason whatsoever, the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti- terrorist legislation, Sanctions, regulation or guideline. Further, notwithstanding any other provisions of this Indenture to the contrary, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, Sanctions, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the other parties hereto. For greater certainty, during such notice period the Trustee shall continue to have the right not taken to act and shall not be liable for refusing to act in accordance with the first sentence of this Section 7.13(a).
(b) Notwithstanding anything to the contrary herein, the Trustee may, without liability, disclose information about the Holders and Beneficial Owners or potential Holders or Beneficial Owners of the Notes pursuant to subpoena or other order issued by it in reliance on such advice a court of competent jurisdiction or on such opinion of counselwhen otherwise required by applicable law.
(c) The Unless otherwise notified in accordance with this Indenture, the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution notice, request, consent, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document believed by it entitled to be genuine and to assume that all payments have been signed or sent made by the proper person or persons. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, notice, consent, request, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or documentCompany as required under this Indenture.
(d) The permissive right Trustee may assume for the purposes of this Indenture that any address on the register of the Trustee to take action enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence, willful misconduct or lack of good faith. In no event shall the Trustee be liable for indirect, special, incidental, punitive or consequential losses or damages, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised Holders of the possibility thereofNotes is the Holder’s actual address and is also determinative as to residency.
(e) The Trustee shall not be required entitled to give process all transfers of Notes upon the presumption that such transfers are permissible pursuant to all applicable laws and regulatory requirements. The Trustee shall have no obligation to ensure that legends appearing on the Notes certificates comply with regulatory requirements or securities laws of any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the Assetsapplicable jurisdiction.
(f) The Except as provided in this Indenture, the Trustee shall retain the right not to act and shall not be accountable held liable for the use or application by the Grantor or any Beneficiary or any other party of Assets refusing to act unless it has received clear and reasonable documentation which the Trustee has released in accordance complies with the terms of this Trust AgreementIndenture; such document must not require the exercise of any discretion or independent judgment.
(g) The Trustee makes no representations as hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the validity or sufficiency of same upon the Assets terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the Trust Account for any particular purpose various persons who shall from time to time be Holders, subject to all the terms and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations assigned to or imposed upon it as provided hereinconditions herein set forth.
(h) The Trustee shall not be responsible for the perfection, priority or enforceability of any lien or security interest in any of the Assets or in the Trust Account.
(i) In accepting the trust Each party to this Indenture hereby created, represents to the Trustee acts solely as trustee and not in its individual capacitythat any account to be opened by, and all persons having any claim against the Trustee arising from this Trust Agreement, shall look only or interest to the Assets be held by the Trustee hereunder in connection with this Indenture, for payment except as otherwise provided herein.
or to the credit of such party, either (ji) The Trustee shall is not intended to be considered used by or on behalf of any third party or (ii) is intended to be used by or on behalf of a third party, in breach of or in default in its obligations hereunder which case such party xxxxxx agrees to complete and execute forthwith a declaration in the event of delay in Trustee’s prescribed form as to the performance particulars of such obligations due to unforeseeable causes beyond its control (including, but not limited to, any act or provision of any present or future law or regulation or Governmental Authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility) or without its willful misconduct, negligence or lack of good faiththird party.
Appears in 1 contract
Samples: Indenture (ProFrac Holding Corp.)
Additional Rights of the Trustee. In addition to the rights and protections of the Trustee under the Indenture, the Trustee shall have the following additional rights and protections under this Ninth Supplemental Indenture and the A&R Pledge and Collateral Agent Agreement:
(a) No provision in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
(b) The Trustee shall be entitled to rely on advice of or on an opinion of counsel concerning all matters of trust and its duty hereunder and shall not be liable for any action taken or not taken by it in reliance on such advice or on such opinion of counsel.
(c) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution notice, request, consent, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and to have been signed or sent by the proper person or persons. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, notice, consent, request, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document.
(d) The permissive right of the Trustee to take action enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence, willful misconduct or lack of good faith. In no event shall the Trustee be liable for indirect, special, incidental, punitive or consequential losses or damages, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof.
(e) 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 Assets.
(f) The Trustee shall not be accountable for the use or application by the Grantor or any Beneficiary or any other party of Assets which the Trustee has released in accordance with the terms of this Trust Agreement.
(g) The Trustee makes no representations as to the validity or sufficiency of the Assets and the Trust Account for any particular purpose and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations assigned to or imposed upon it as provided herein.
(h) The Trustee shall not be responsible for, nor incur any liability with respect to, (i) the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of any lien or the security interest in any of the Assets Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part under this Ninth Supplemental Indenture or the A&R Pledge and Collateral Agent Agreement, or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust or such other documents or instruments related to the Collateral, (ii) the validity, sufficiency or condition of the Collateral or any agreement or assignment related thereto, (iii) the validity of the title of Seaspan Investment to the Collateral, (iv) insuring the Collateral or (v) the payment of taxes, charges or assessments upon the Collateral;
(b) the Trustee shall have no duty to the Holders as to any Collateral in its possession or in the Trust Account.possession of someone under its control or in the possession or control of any agent or nominee of the Trustee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords similar assets held for the benefit of third parties;
(ic) In accepting the trust hereby created, the Trustee acts solely as trustee and not in its individual capacity, and all persons having shall be under no obligation independently to request or examine insurance coverage with respect to any claim against Collateral; and
(d) the Trustee arising from this Trust Agreement, shall look only be under no obligation or duty to take any action under the Assets held by Indenture or the A&R Pledge and Collateral Agent Agreement if taking such action would subject the Trustee hereunder for payment except as otherwise provided hereinto a tax in any jurisdiction where it is not then subject to a tax or would require the Trustee to qualify to do business in any jurisdiction where it is not then so qualified.
(j) The Trustee shall not be considered in breach of or in default in its obligations hereunder in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control (including, but not limited to, any act or provision of any present or future law or regulation or Governmental Authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility) or without its willful misconduct, negligence or lack of good faith.
Appears in 1 contract
Additional Rights of the Trustee. In addition to the rights and protections of the Trustee under the Indenture, the Trustee shall have the following additional rights and protections under this Third Supplemental Indenture and the Pledge Agreement:
(a) No provision in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
(b) The Trustee shall be entitled to rely on advice of or on an opinion of counsel concerning all matters of trust and its duty hereunder and shall not be liable for any action taken or not taken by it in reliance on such advice or on such opinion of counsel.
(c) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution notice, request, consent, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and to have been signed or sent by the proper person or persons. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, notice, consent, request, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document.
(d) The permissive right of the Trustee to take action enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence, willful misconduct or lack of good faith. In no event shall the Trustee be liable for indirect, special, incidental, punitive or consequential losses or damages, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof.
(e) 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 Assets.
(f) The Trustee shall not be accountable for the use or application by the Grantor or any Beneficiary or any other party of Assets which the Trustee has released in accordance with the terms of this Trust Agreement.
(g) The Trustee makes no representations as to the validity or sufficiency of the Assets and the Trust Account for any particular purpose and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations assigned to or imposed upon it as provided herein.
(h) The Trustee shall not be responsible for, nor incur any liability with respect to, (i) the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of any lien or the security interest in any of the Assets Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part under this Third Supplemental Indenture or the Pledge Agreement, or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust or such other documents or instruments related to the Collateral, (ii) the validity, sufficiency or condition of the Collateral or any agreement or assignment related thereto, (iii) the validity of the title of the Company to the Collateral, (iv) insuring the Collateral or (v) the payment of taxes, charges or assessments upon the Collateral;
(b) the Trustee shall have no duty to the Holders as to any Collateral in its possession or in the Trust Account.possession of someone under its control or in the possession or control of any agent or nominee of the Trustee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords similar assets held for the benefit of third parties;
(ic) In accepting the trust hereby created, the Trustee acts solely as trustee and not in its individual capacity, and all persons having shall be under no obligation independently to request or examine insurance coverage with respect to any claim against Collateral; and
(d) the Trustee arising from this Trust Agreement, shall look only be under no obligation or duty to take any action under the Assets held by Indenture or the Pledge Agreement if taking such action would subject the Trustee hereunder for payment except as otherwise provided hereinto a tax in any jurisdiction where it is not then subject to a tax or would require the Trustee to qualify to do business in any jurisdiction where it is not then so qualified.
(j) The Trustee shall not be considered in breach of or in default in its obligations hereunder in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control (including, but not limited to, any act or provision of any present or future law or regulation or Governmental Authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility) or without its willful misconduct, negligence or lack of good faith.
Appears in 1 contract
Additional Rights of the Trustee. Except as otherwise provided in Section 9.02:
(a) No provision in this Trust Agreement shall require the Trustee will be under no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of exercise any of its duties hereunder, or in the exercise of any of its rights or powers.powers vested in it by this Indenture at the request or direction of the Owners of the Certificates unless such Owners will have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities including attorneys' fees which might be incurred by it in compliance with such request or direction;
(b) The the Trustee shall be entitled to rely on advice of or on an opinion of counsel concerning all matters of trust and its duty hereunder and shall not be liable for any action taken or not taken by it in reliance on such advice or on such opinion of counsel.
(c) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution notice, request, consent, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and to have been signed or sent by the proper person or persons. The Trustee shall will not be bound to make any investigation into the facts or matters stated in any resolution, Certificates, statement, instrument, opinion, report, notice, request, direction, consent, request, certificate, order, entitlement orderinstructions, affidavit, letter, telegramrequisition, facsimile transmission, electronic mail or other paper or document.document received by the Trustee; provided, however, in its discretion the Trustee may make such investigation;
(c) the Trustee may execute any of the trust or other powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, may in all cases pay such reasonable compensation as it will deem proper to such agents and attorneys as may reasonably be required and employed or retained, and will not be liable for any negligence or willful misconduct on the part of any attorney or agent not affiliated with the Trustee employed or retained by it with due care;
(d) The permissive right of the Trustee to take action enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence, willful misconduct or lack of good faith. In no event shall the Trustee be liable for indirect, special, incidental, punitive or consequential losses or damages, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof.
(e) The Trustee shall will not be required to give any bond or surety in with respect to the performance of its duties or the exercise of its powers under this Indenture;
(e) no personal recourse may be taken, directly or indirectly, against any incorporator, officer, director, agent or employee of the execution Trustee, the Lessor or the Lessee or any predecessor of either of them, with respect to the obligations of the said trusts and powers Trustee, the Lessor or otherwise the Lessee under this Indenture or any Certificates or other writing delivered in respect of the Assets.connection herewith;
(f) The Trustee shall not be accountable for the use or application by the Grantor or any Beneficiary or any other party of Assets which the Trustee has released will be under no liability for interest on any monies received by it hereunder except as may otherwise be agreed in accordance writing with the terms of this Trust Agreement.Lessor;
(g) The Trustee makes no representations as the Trustee's immunities and protections from liability and its right to the validity or sufficiency of the Assets and the Trust Account for any particular purpose and shall incur no responsibility in respect thereof, other than indemnification in connection with the performance of its duties or obligations assigned and functions under this Indenture will extend to or imposed upon it as provided herein.the Trustee's officers, directors, employees and agents;
(h) The Trustee shall not be responsible for the perfection, priority Trustee's immunities and protections from liability and its right to payment of compensation and indemnification in connection with performance of its duties and functions under this Indenture and the Lease will survive the Trustee's resignation or enforceability of any lien or security interest in any removal and the final payment of the Assets or in the Trust Account.Certificates; and
(i) In accepting the trust hereby created, the Trustee acts solely as trustee and not in its individual capacity, and all persons having any claim against the Trustee arising from this Trust Agreement, shall look only to the Assets held by the Trustee hereunder for payment except as otherwise provided herein.
(j) The Trustee shall will not be considered deemed to have knowledge of any Event of Default, except that occurring under Section 8.1(a) of the Lease, unless a Responsible Officer in breach the corporate trust department has actually received notice of or in such default in its obligations hereunder in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control (includingwriting from a Lessee Representative, but not limited to, any act or provision of any present or future law or regulation or Governmental Authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorismLessor’s Representative, or the unavailability Owner of the Federal Reserve Bank wire or other wire or communication facility) or without its willful misconductCertificates, negligence or lack of good faithspecifying such default and referencing this Indenture.
Appears in 1 contract
Samples: Trust Indenture
Additional Rights of the Trustee. In addition to the rights and protections of the Trustee under the Indenture, the Trustee shall have the following additional rights and protections under this Fourteenth Supplemental Indenture and the A&R Pledge and Collateral Agent Agreement:
(a) No provision in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
(b) The Trustee shall be entitled to rely on advice of or on an opinion of counsel concerning all matters of trust and its duty hereunder and shall not be liable for any action taken or not taken by it in reliance on such advice or on such opinion of counsel.
(c) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution notice, request, consent, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and to have been signed or sent by the proper person or persons. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, notice, consent, request, certificate, order, entitlement order, affidavit, letter, telegram, facsimile transmission, electronic mail or other paper or document.
(d) The permissive right of the Trustee to take action enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence, willful misconduct or lack of good faith. In no event shall the Trustee be liable for indirect, special, incidental, punitive or consequential losses or damages, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof.
(e) 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 Assets.
(f) The Trustee shall not be accountable for the use or application by the Grantor or any Beneficiary or any other party of Assets which the Trustee has released in accordance with the terms of this Trust Agreement.
(g) The Trustee makes no representations as to the validity or sufficiency of the Assets and the Trust Account for any particular purpose and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations assigned to or imposed upon it as provided herein.
(h) The Trustee shall not be responsible for, nor incur any liability with respect to, (i) the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of any lien or the security interest in any of the Assets Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part under this Fourteenth Supplemental Indenture or the A&R Pledge and Collateral Agent Agreement, or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust or such other documents or instruments related to the Collateral, (ii) the validity, sufficiency or condition of the Collateral or any agreement or assignment related thereto, (iii) the validity of the title of Seaspan Investment to the Collateral, (iv) insuring the Collateral or (v) the payment of taxes, charges or assessments upon the Collateral;
(b) the Trustee shall have no duty to the Holders as to any Collateral in its possession or in the Trust Account.possession of someone under its control or in the possession or control of any agent or nominee of the Trustee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords similar assets held for the benefit of third parties;
(ic) In accepting the trust hereby created, the Trustee acts solely as trustee and not in its individual capacity, and all persons having shall be under no obligation independently to request or examine insurance coverage with respect to any claim against Collateral; and
(d) the Trustee arising from this Trust Agreement, shall look only be under no obligation or duty to take any action under the Assets held by Indenture or the A&R Pledge and Collateral Agent Agreement if taking such action would subject the Trustee hereunder for payment except as otherwise provided hereinto a tax in any jurisdiction where it is not then subject to a tax or would require the Trustee to qualify to do business in any jurisdiction where it is not then so qualified.
(j) The Trustee shall not be considered in breach of or in default in its obligations hereunder in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control (including, but not limited to, any act or provision of any present or future law or regulation or Governmental Authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility) or without its willful misconduct, negligence or lack of good faith.
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Samples: Supplemental Indenture (Atlas Corp.)
