Common use of Certain Duties of Trustee Clause in Contracts

Certain Duties of Trustee. (1) Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. (2) The Trustee may conclusively rely (and will not be liable to any Holder of a Senior Note for so relying), as to the truth of the statements and the correctness of the opinions expressed therein, upon Officers' Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture. (3) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (4) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) this paragraph does not limit the effect of clause (1) or (2) of this Section 7.01; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.15 (Control by Holders); and (d) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (5) Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01 and to the provisions of the Trust Indenture Act (regardless of whether it is so stated). (6) Nothing in this Indenture shall in any case in which the Trustee has failed to show the degree of care and diligence required of it as trustee having regard to the provisions of this Indenture conferring on it any trusts, powers, authorities or discretions exempt the Trustee from or indemnify it against any liability for breach of trust, its own negligent action, its own negligent failure to act or its own willful misconduct. (7) Without being liable to any Person for any delay or loss caused thereby, the Trustee may refrain from exercising any of the discretions, authorities, rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee an indemnity satisfactory to it against the losses, costs, charges, actions, proceedings, damages, claims, demands, expenses and other liabilities which might be incurred by it or which it may be exposed to by so doing in compliance with such request or direction.

Certain Duties of Trustee. (1) Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. (2) The Trustee may conclusively rely (and will not be liable to any Holder of a Senior Junior Note for so relying), as to the truth of the statements and the correctness of the opinions expressed therein, upon Officers' Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture. (3) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (4) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) this paragraph does not limit the effect of clause (1) or (2) of this Section 7.01; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.15 (Control by Holders); and (d) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (5) Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01 and to the provisions of the Trust Indenture Act (regardless of whether it is so stated). (6) Nothing in this Indenture shall in any case in which the Trustee has failed to show the degree of care and diligence required of it as trustee having regard to the provisions provision of this Indenture conferring on it any trusts, powers, authorities or discretions exempt the Trustee from or indemnify it against any liability for breach of trust, its own negligent action, its own negligent failure to act or its own willful misconduct. (7) Without being liable to any Person for any delay or loss caused thereby, the Trustee may refrain from exercising any of the discretions, authorities, rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee an indemnity satisfactory to it against the losses, costs, charges, actions, proceedings, damages, claims, demands, expenses and other liabilities which might be incurred by it or which it may be exposed to by so doing in compliance with such request or direction.

Certain Duties of Trustee. (1) Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. (2) The Trustee may conclusively rely (and will not be liable to any Holder of a Senior Junior Note for so relying), as to the truth of the statements and the correctness of the opinions expressed therein, upon Officers' Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture. (3) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (4) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (a) this paragraph does not limit the effect of clause (1) or (2) of this Section 7.01; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.15 (Control by Holders); and (d) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (5) Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01 and to the provisions of the Trust Indenture Act (regardless of whether it is so stated). (6) Nothing in this Indenture shall in any case in which the Trustee has failed to show the degree of care and diligence required of it as trustee having regard to the provisions provision of this Indenture conferring on it any trusts, powers, authorities or discretions exempt the Trustee from or indemnify it against any liability for breach of trust, its own negligent action, its own negligent failure to act or its own willful wilful misconduct. (7) Without being liable to any Person for any delay or loss caused thereby, the Trustee may refrain from exercising exercizing any of the discretions, authorities, rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, - 120 - unless such Holders shall have offered to the Trustee an indemnity satisfactory to it against the losses, costs, charges, actions, proceedings, damages, claims, demands, expenses and other liabilities which might be incurred by it or which it may be exposed to by so doing in compliance with such request or direction.