Common use of Certain Rights of TARGETS Guarantee Trustee Clause in Contracts

Certain Rights of TARGETS Guarantee Trustee. (a) Subject to the provisions of Section 3.1: (i) The TARGETS Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ii) Any direction or act of the Guarantor contemplated by this TARGETS Guarantee shall be sufficiently evidenced by an Officers' Certificate. (iii) Whenever, in the administration of this TARGETS Guarantee, the TARGETS Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the TARGETS Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor. (iv) The TARGETS Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any rerecording, refiling or registration thereof). (v) The TARGETS Guarantee Trustee may consult with counsel, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates and may include any of its employees. The TARGETS Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this TARGETS Guarantee from any court of competent jurisdiction. (vi) The TARGETS Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this TARGETS Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the TARGETS Guarantee Trustee such security and indemnity, reasonably satisfactory to the TARGETS Guarantee Trustee, against the costs, expenses (including attorneys' fees and expenses and the expenses of the TARGETS Guarantee Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the TARGETS Guarantee Trustee; provided that nothing contained in this Section 3.2(a) (vi) shall be taken to relieve the TARGETS Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this TARGETS Guarantee. (vii) The TARGETS Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the TARGETS Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (viii) The TARGETS Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the TARGETS Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (ix) Any action taken by the TARGETS Guarantee Trustee or its agents hereunder shall bind the Holders of the TARGETS, and the signature of the TARGETS Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the TARGETS Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this TARGETS Guarantee, both of which shall be conclusively evidenced by the TARGETS Guarantee Trustee's or its agent's taking such action. (x) Whenever in the administration of this TARGETS Guarantee the TARGETS Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the TARGETS Guarantee Trustee (i) may request instructions from the Holders of a Majority of the TARGETS, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in conclusively relying on or acting in accordance with such instructions. (b) No provision of this TARGETS Guarantee shall be deemed to impose any duty or obligation on the TARGETS Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the TARGETS Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the TARGETS Guarantee Trustee shall be construed to be a duty.

Certain Rights of TARGETS Guarantee Trustee. (a) Subject to the provisions of Section 3.1: (i) The TARGETS Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ii) Any direction or act of the Guarantor contemplated by this TARGETS Guarantee shall be sufficiently evidenced by an Officers' Certificate. (iii) Whenever, in the administration of this TARGETS Guarantee, the TARGETS Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the TARGETS Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor. (iv) The TARGETS Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any rerecording, refiling or registration thereof). (v) The TARGETS Guarantee Trustee may consult with counsel, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates and may include any of its employees. The TARGETS Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this TARGETS Guarantee from any court of competent jurisdiction. (vi) The TARGETS Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this TARGETS Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the TARGETS Guarantee Trustee such security and indemnity, reasonably satisfactory to the TARGETS Guarantee Trustee, against the costs, expenses (including attorneys' fees and expenses and the expenses of the TARGETS Guarantee Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the TARGETS Guarantee Trustee; provided that nothing contained in this Section 3.2(a) (vi) shall be taken to relieve the TARGETS Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this TARGETS Guarantee. (vii) The TARGETS Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the TARGETS Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (viii) The TARGETS Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the TARGETS Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (ix) Any action taken by the TARGETS Guarantee Trustee or its agents hereunder shall bind the Holders of the TARGETS, and the signature of the TARGETS Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the TARGETS Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this TARGETS Guarantee, both of which shall be conclusively evidenced by the TARGETS Guarantee Trustee's or its agent's taking such action. (x) Whenever in the administration of this TARGETS Guarantee the TARGETS Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the TARGETS Guarantee Trustee (i) may request instructions from the Holders of a Majority of the TARGETS, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in conclusively relying on or acting in accordance with such instructions. (b) No provision of this TARGETS Guarantee shall be deemed to impose any duty or obligation on the TARGETS Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the TARGETS Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the TARGETS Guarantee Trustee shall be construed to be a duty.be

Certain Rights of TARGETS Guarantee Trustee. (a) Subject to the provisions of Section 3.1: (i) The TARGETS Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ii) Any direction or act of the Guarantor or Citigroup contemplated by this TARGETS Guarantee shall be sufficiently evidenced by an Officers' Certificate. (iii) Whenever, in the administration of this TARGETS Guarantee, the TARGETS Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the TARGETS Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the GuarantorGuarantor or Citigroup, as applicable. (iv) The TARGETS Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any rerecording, refiling or registration thereof). (v) The TARGETS Guarantee Trustee may consult with counsel, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or Citigroup or any of its their respective Affiliates and may include any of its employees. The TARGETS Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this TARGETS Guarantee from any court of competent jurisdiction. (vi) The TARGETS Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this TARGETS Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the TARGETS Guarantee Trustee such security and indemnity, reasonably satisfactory to the TARGETS Guarantee Trustee, against the costs, expenses (including attorneys' fees and expenses and the expenses of the TARGETS Guarantee Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the TARGETS Guarantee Trustee; provided that nothing contained in this Section 3.2(a) (vi) shall be taken to relieve the TARGETS Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this TARGETS Guarantee. (vii) The TARGETS Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the TARGETS Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (viii) The TARGETS Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the TARGETS Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (ix) Any action taken by the TARGETS Guarantee Trustee or its agents hereunder shall bind the Holders of the TARGETS, and the signature of the TARGETS Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the TARGETS Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this TARGETS Guarantee, both of which shall be conclusively evidenced by the TARGETS Guarantee Trustee's or its agent's taking such action. (x) Whenever in the administration of this TARGETS Guarantee the TARGETS Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the TARGETS Guarantee Trustee (i) may request instructions from the Holders of a Majority of the TARGETS, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in conclusively relying on or acting in accordance with such instructions. (b) No provision of this TARGETS Guarantee shall be deemed to impose any duty or obligation on the TARGETS Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the TARGETS Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the TARGETS Guarantee Trustee shall be construed to be a duty.

Certain Rights of TARGETS Guarantee Trustee. (a) Subject to the provisions of Section 3.1: (i) The TARGETS Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ii) Any direction or act of the Guarantor or Citigroup contemplated by this TARGETS Guarantee shall be sufficiently evidenced by an Officers' Certificate. (iii) Whenever, in the administration of this TARGETS Guarantee, the TARGETS Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the TARGETS Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the GuarantorGuarantor or Citigroup, as applicable. (iv) The TARGETS Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any rerecording, refiling or registration thereof). (v) The TARGETS Guarantee Trustee may consult with counsel, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or Citigroup or any of its their respective Affiliates and may include any of its employees. The TARGETS Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this TARGETS Guarantee from any court of competent jurisdiction.. CFI TARGETS [XXVIII] Due TARGETS Guarantee Agreement (vi) The TARGETS Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this TARGETS Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the TARGETS Guarantee Trustee such security and indemnity, reasonably satisfactory to the TARGETS Guarantee Trustee, against the costs, expenses (including attorneys' fees and expenses and the expenses of the TARGETS Guarantee Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the TARGETS Guarantee Trustee; provided that nothing contained in this Section 3.2(a) (vi) shall be taken to relieve the TARGETS Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this TARGETS Guarantee. (vii) The TARGETS Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the TARGETS Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (viii) The TARGETS Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the TARGETS Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (ix) Any action taken by the TARGETS Guarantee Trustee or its agents hereunder shall bind the Holders of the TARGETS, and the signature of the TARGETS Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the TARGETS Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this TARGETS Guarantee, both of which shall be conclusively evidenced by the TARGETS Guarantee Trustee's or its agent's taking such action. (x) Whenever in the administration of this TARGETS Guarantee the TARGETS Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the TARGETS Guarantee Trustee (i) may request instructions from the Holders of a Majority of the TARGETS, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in conclusively relying on or acting in accordance with such instructions. (b) No provision of this TARGETS Guarantee shall be deemed to impose any duty or obligation on the TARGETS Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the TARGETS Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any CFI TARGETS [XXVIII] Due TARGETS Guarantee Agreement such right, power, duty or obligation. No permissive power or authority available to the TARGETS Guarantee Trustee shall be construed to be a duty.