Duties of the Trustee. (a) If an Event of Default occurs and is continuing with respect to the Debentures of any series, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and 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 his or her own affairs. (b) Except during the continuance of an Event of Default with respect to the Debentures of any series, (i) the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others; and (ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture. (c) 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: (1) this Section 7.01(c) does not limit the effect of Section 7.01(b) hereof; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) 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 6.05 hereof. (d) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof. (e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees). (f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 9 contracts
Samples: Junior Indenture (Hawaiian Electric Co Inc), Junior Indenture (Hawaiian Electric Co Inc), Junior Indenture (Hawaiian Electric Co Inc)
Duties of the Trustee. (a) If an Event of Default occurs and is continuing with respect to the Debentures of any series, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and 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 his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default,
(i1) the Trustee need undertakes to perform such duties and only those such duties with respect to that series that as are specifically set forth in this Junior Indenture or the TIA Indenture, and no othersimplied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in the absence of bad faith faith, gross negligence or willful misconduct on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, ; but in the case of any such certificates or opinions which specifically required by any provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Junior Indenture, but not to verify the contents thereof including the accuracy of any mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which written notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or by Holders of at least 30% of the aggregate principal amount of the Notes, the Trustee shall exercise such of 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.
(c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(1) this Section 7.01(cparagraph (c) does shall not be construed to limit the effect of paragraph (a) of this Section 7.01(b) hereof6.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is shall be proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 6.05 hereof.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(d4) Every No provision of this Junior Indenture that in any way relates to shall require the Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it receives security and by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(fd) Money held by the Trustee in trust hereunder need Whether or not be segregated from other funds except therein expressly so provided, every provision of this Indenture relating to the extent required by law. Except as otherwise agreed in writing, conduct or affecting the liability of or affording protection to the Trustee shall not be liable for interest on any money held by it hereundersubject to the provisions of this Section 6.01.
Appears in 8 contracts
Samples: Indenture (Mr. Cooper Group Inc.), Indenture (Mr. Cooper Group Inc.), Indenture (Mr. Cooper Group Inc.)
Duties of the Trustee. (a) If an Event of Default occurs and is continuing with respect to the Debentures of any series, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its exercise as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, (i) the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no othersimplied covenants or obligations shall be read into the Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c) 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:
(1i) this Section 7.01(c) does not limit the effect of Section 7.01(b) hereof;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) 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 6.05 hereof.
(d) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed provided in writingSection 3.05 and Section 8.01 hereof, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 6 contracts
Samples: Indenture (Public Service Enterprise Group Inc), Indenture (Pseg Funding Trust Ii), Indenture (Public Service Electric & Gas Co)
Duties of the Trustee. (a) If an Event of Default occurs and is continuing with respect to the Debentures of any series, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and 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 his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default,
(i1) the Trustee need undertakes to perform such duties and only those such duties with respect to that series that as are specifically set forth in this Junior Indenture or the TIA Indenture, and no othersimplied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in the absence of bad faith gross negligence or willful misconduct on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, ; but in the case of any such certificates or opinions which specifically required by any provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Junior Indenture, but not to verify the contents thereof including the accuracy of any mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which written notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or by Holders of at least 30% of the aggregate principal amount of the Notes, the Trustee shall exercise such of 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.
(c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(1) this Section 7.01(cparagraph (c) does shall not be construed to limit the effect of paragraph (a) of this Section 7.01(b) hereof6.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is shall be proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 6.05 hereof.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(d4) Every No provision of this Junior Indenture that in any way relates to shall require the Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it receives security and by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(fd) Money held by the Trustee in trust hereunder need Whether or not be segregated from other funds except therein expressly so provided, every provision of this Indenture relating to the extent required by law. Except as otherwise agreed in writing, conduct or affecting the liability of or affording protection to the Trustee shall not be liable for interest on any money held by it hereundersubject to the provisions of this Section 6.01.
Appears in 5 contracts
Samples: Indenture (PennyMac Financial Services, Inc.), Indenture (PennyMac Financial Services, Inc.), Indenture (PennyMac Financial Services, Inc.)
Duties of the Trustee. (a) If an Event of Default occurs and is continuing with respect to the Debentures of any series, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and 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 his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, (i) the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others; and (ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c) 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:
(1) this Section 7.01(c) does not limit the effect of Section 7.01(b) hereof);
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) 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 6.05 hereof6.05.
(d) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof7.02.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 5 contracts
Samples: Junior Indenture (Hawaiian Electric Co Inc), Junior Indenture (Hawaiian Electric Co Inc), Junior Indenture (Hawaiian Electric Co Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall will 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 6.05 hereof7.06; and
(iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 4 contracts
Samples: Indenture (Bandwidth Inc.), Indenture (Envista Holdings Corp), Indenture (Callaway Golf Co)
Duties of the Trustee. (a) If an Event of Default occurs known to a Trust Officer of the Trustee has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect known to the Debentures Trustee:
(1) the duties of any seriesthe Trustee shall be determined solely by the express provisions of this Indenture, (i) and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements form required by this Indenture (but need not confirm or investigate the accuracy of this Junior Indenturemathematical calculations or other facts stated therein).
(c) 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:
(1) this Section 7.01(c) paragraph does not limit the effect of paragraph (b) of this Section 7.01(b) hereof7.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) 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 6.05 hereof6.05.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture that is in any way relates related to the Trustee is subject to Section 7.01(aparagraphs (a), (b), ) and (c) and (e) and of this Section 7.02 hereof7.01.
(e) The No provision of this Indenture shall require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, unless the Trustee shall have received adequate security or indemnity in its opinion against potential costs and liabilities incurred by it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)relating thereto.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 4 contracts
Samples: Indenture (LTX-Credence Corp), Indenture (LTX-Credence Corp), Indenture (LTX-Credence Corp)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable.
(H) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent.
(I) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes.
Appears in 4 contracts
Samples: Indenture (Desktop Metal, Inc.), Indenture (Oscar Health, Inc.), Investment Agreement (Oscar Health, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture, but shall have no affirmative duty to verify the contents thereof.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act gross negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to this Section 7.01(a), (b), (c) and (e) 10.01 and Section 7.02 hereof10.02, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 4 contracts
Samples: Indenture (Bentley Systems Inc), Indenture (Shift Technologies, Inc.), Indenture (SmileDirectClub, Inc.)
Duties of the Trustee. (a) If an Event of Default occurs known to the Trustee has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect known to the Debentures Trustee:
(1) The duties of any series, (i) the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no othersothers and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Junior Indenture.
(c) 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:
(1) this Section 7.01(c) This paragraph does not limit the effect of Section 7.01(bparagraph (b) hereofof this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the 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 6.05 hereof6.05.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture that is in any way relates related to the Trustee is subject to Section 7.01(aparagraphs (a), (b), ) and (c) and (e) and of this Section 7.02 hereof7.01.
(e) The No provision of this Indenture shall require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it receives security and shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 4 contracts
Samples: Indenture (Amkor Technology Inc), Indenture (Amkor Technology Inc), Indenture (Amkor International Holdings, LLC)
Duties of the Trustee. (a) If an Event of Default occurs actually known to a Trust Officer of the Trustee has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect known to the Debentures Trustee:
(1) The duties of any series, (i) the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no othersothers and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions required to be delivered to it pursuant to the terms of this Indenture to determine whether or not they conform to the requirements of form required by this Junior Indenture.
(c) 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:
(1) this Section 7.01(c) This paragraph does not limit the effect of Section 7.01(bparagraph (b) hereofof this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the 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 6.05 hereof6.05.
(4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to it.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture that is in any way relates related to the Trustee is subject to Section 7.01(aparagraphs (a), (b), ) and (c) and (e) and of this Section 7.02 hereof7.01.
(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) agree in writing with the Issuer. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 4 contracts
Samples: Indenture (Nortel Networks LTD), Indenture (Nortel Networks LTD), Indenture (Nortel Networks Corp)
Duties of the Trustee. (a) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its exercise as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any seriesDefault, (i) the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others; and (ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c) The No provision in this Indenture shall relieve 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:
(1) this Section 7.01(cparagraph (c) does not limit the effect of paragraphs (a) and (b) of this Section 7.01(b) hereof7.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3) 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 6.05 hereof.; and
(d4) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)expense.
(fd) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01 and to Section 7.02.
(e) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the The Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 3 contracts
Samples: Indenture (Met Ed Capital Trust), Indenture (Pennsylvania Electric Co), Indenture (Penelec Capital Trust)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the The Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture, but need not verify the contents thereof.
(cC) 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:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 3 contracts
Samples: Indenture (SoFi Technologies, Inc.), Indenture (American Eagle Outfitters Inc), Indenture (Dick's Sporting Goods, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06 or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 3 contracts
Samples: Indenture (Halozyme Therapeutics, Inc.), Indenture (Halozyme Therapeutics, Inc.), Indenture (Halozyme Therapeutics, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 3 contracts
Samples: Indenture (Zogenix, Inc.), Indenture (Bloomin' Brands, Inc.), Indenture (Pegasystems Inc)
Duties of the Trustee. (a) If an Event of Default occurs and is continuing with respect to the Debentures of any series, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its exercise as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, (i) the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others; and (ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c) 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:
(1i) this Section 7.01(c) does not limit the effect of Section 7.01(b) hereof;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) 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 6.05 hereof.
(d) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed provided in writingSection 3.05 and Section 8.01 hereof, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 3 contracts
Samples: Indenture (Public Service Enterprise Group Inc), Indenture (Public Service Electric & Gas Co), Indenture (Public Service Electric & Gas Co)
Duties of the Trustee. (a) If an Event of Default occurs and is continuing with respect to the Debentures of any series, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and 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 his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default,
(i1) the Trustee need undertakes to perform such duties and only those such duties with respect to that series that as are specifically set forth in this Junior Indenture or the TIA Indenture, and no othersimplied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in the absence of bad faith faith, gross negligence or willful misconduct on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, ; but in the case of any such certificates or opinions which specifically required by any provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Junior Indenture, but not to verify the contents thereof including, any mathematical calculations or other facts stated therein.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer has actual knowledge or of which written notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or by Holders of at least 25% of the aggregate principal amount of the Notes, the Trustee shall exercise such of 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.
(c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this Section 7.01(cparagraph (c) does shall not be construed to limit the effect of Section 7.01(bparagraph (a) hereofof this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer or Agent, unless it is shall be proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 6.05 hereofthe time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture that in any way relates relating to the conduct or affecting the liability of or affording protection to the Trustee is shall be subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereofthe provisions of this Section.
(e) The No provision of this Indenture shall require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it receives security and by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 3 contracts
Samples: Indenture (Entegris Inc), Indenture (Entegris Inc), Indenture (Entegris Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has written notice or actual knowledge of any seriesthe same, then, without limiting the generality of Section 11.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof11.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every No provision of this Junior Indenture will require the Trustee to expend or risk its own funds or incur any liability.
(E) The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 7.01(a)11.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 3 contracts
Samples: Indenture (SB/RH Holdings, LLC), Indenture (Rexford Industrial Realty, Inc.), Indenture (Rexford Industrial Realty, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 10.01.
(H) The permissive rights of the Trustee enumerated herein will not be construed as duties.
(I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise.
(J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable.
(K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent.
(L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes.
Appears in 3 contracts
Samples: Indenture (Virgin Galactic Holdings, Inc), Indenture (Stem, Inc.), Indenture (Opendoor Technologies Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has written notice or actual knowledge of any seriesthe same, then, without limiting the generality of Section 10.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every No provision of this Junior Indenture will require the Trustee to expend or risk its own funds or incur any liability.
(E) The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 7.01(a)10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 3 contracts
Samples: Indenture (Guidewire Software, Inc.), Indenture (Core Scientific, Inc./Tx), Indenture (Osi Systems Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall will 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 6.05 hereof7.06; and
(iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 3 contracts
Samples: Indenture (Cracker Barrel Old Country Store, Inc), Indenture (Perficient Inc), Indenture (CalAmp Corp.)
Duties of the Trustee. (a) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i1) the The Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others; and and
(ii2) in In the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c) 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:
(1) this Section 7.01(c) This paragraph does not limit the effect of Section 7.01(bparagraph (b) hereofof this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the 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 6.05 hereof6.05.
(d) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (a), (b), ) and (c) and (e) and Section 7.02 hereofof this Section.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 2 contracts
Samples: Indenture (Del Webb Corp), Indenture (Del Webb Corp)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 2 contracts
Samples: Indenture (Shift4 Payments, Inc.), Indenture (Shift4 Payments, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has written notice or actual knowledge of any seriesthe same, then, without limiting the generality of Section 10.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable.
(H) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent.
(I) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes and will not be liable in its individual capacity for the obligations evidenced by the Notes.
(J) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this Section 10.01.
Appears in 2 contracts
Samples: Indenture (Rivian Automotive, Inc. / DE), Indenture (Rivian Automotive, Inc. / DE)
Duties of the Trustee. (a) If an Event of Default occurs known to the Trustee has occurred and is continuing with respect to the Debentures Securities of any series, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect known to the Debentures Trustee:
(1) The duties of any series, (i) the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no othersothers and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Junior Indenture.
(c) 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:
(1) this Section 7.01(c) This paragraph does not limit the effect of Section 7.01(bparagraph (b) hereofof this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the 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 6.05 hereof6.05.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture that is in any way relates related to the Trustee is subject to Section 7.01(aparagraphs (a), (b), ) and (c) and (e) and of this Section 7.02 hereof7.01.
(e) The No provision of this Indenture shall require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it receives security and shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 2 contracts
Samples: Indenture (Amkor International Holdings, LLC), Indenture (Amkor Technology Inc)
Duties of the Trustee. (a) If an Event of Default occurs known to a Trust Officer of the Trustee has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect known to the Debentures Trustee:
(1) the duties of any seriesthe Trustee shall be determined solely by the express provisions of this Indenture, (i) and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Junior Indenture.
(c) 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:
(1) this Section 7.01(c) paragraph does not limit the effect of paragraph (b) of this Section 7.01(b) hereof7.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) 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 6.05 hereof6.05.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture that is in any way relates related to the Trustee is subject to Section 7.01(aparagraphs (a), (b), ) and (c) and (e) and of this Section 7.02 hereof7.01.
(e) The No provision of this Indenture shall require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it receives security and shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 2 contracts
Samples: Indenture (Guilford Pharmaceuticals Inc), Indenture (Hutchinson Technology Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they materially conform to the requirements of this Junior Indenture, and the Trustee will be under no duty to make an investigation or inquiry into any statements contained or matters referred to in such instrument.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own bad faith or willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) The Trustee will not be liable for interest or earnings on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds funds, except to the extent required by law. Except .
(G) The Trustee will have no duty or obligation to monitor the Company’s compliance with the terms of this Indenture or to ascertain or inquire as otherwise agreed to the observance or performance of any covenants, conditions or agreements of the Company except as set forth in writing, the Trustee shall not be liable for interest on any money held by it hereunderthis Indenture.
Appears in 2 contracts
Samples: Indenture (K2m Group Holdings, Inc.), Indenture (K2m Group Holdings, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it receives security and has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 2 contracts
Samples: Indenture (Eventbrite, Inc.), Indenture (Eventbrite, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates such Officer’s Certificates or opinions which Opinions of Counsel that, by any provision hereof under this Indenture, are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 2 contracts
Samples: Indenture (Inovio Pharmaceuticals, Inc.), Indenture (Neurocrine Biosciences Inc)
Duties of the Trustee. (a) If an Event of Default occurs known to a Trust Officer of the Trustee has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect known to the Debentures Trustee:
(1) The duties of any seriesthe Trustee shall be determined solely by the express provisions of this Indenture, (i) and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Junior Indenture.
(c) 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:
(1) this Section 7.01(c) This paragraph does not limit the effect of Section 7.01(bparagraph (b) hereofof this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the 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 6.05 hereof6.05.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture that is in any way relates related to the Trustee is subject to Section 7.01(aparagraphs (a), (b), ) and (c) and (e) and of this Section 7.02 hereof7.01.
(e) The No provision of this Indenture shall require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it receives security and shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 2 contracts
Samples: Indenture (School Specialty Inc), Indenture (School Specialty Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others; , and no implied covenants or obligations will be read into this Indenture against the Trustee;
(ii) the Trustee shall not be liable, answerable or accountable under any circumstances, except for its own gross negligence, or willful misconduct, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review; and
(iii) in the absence of bad faith gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy or mathematical calculation or facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actiongross negligence, its own negligent failure to act or its own willful misconduct, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review; and
(3iii) the Trustee shall will 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 from the Company pursuant to Section 6.05 hereofthe terms of the Indenture or any Notes Document, from the Required Holders or from such other percentage of Holders expressly contemplated by this Indenture.
(dD) Every Each provision of this Junior Indenture and the Notes Documents that in any way relates to the Trustee is subject to Section 7.01(a)this Article X, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security nor shall the Trustee be required to give any bond or surety in respect of the performance of its powers and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)duties hereunder.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(G) The Trustee will not be liable with respect to any action taken or omitted to be taken by it hereunderin good faith in accordance with the written direction of the Required Holders relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
Appears in 2 contracts
Samples: Indenture (Biora Therapeutics, Inc.), Indenture (Biora Therapeutics, Inc.)
Duties of the Trustee. (a) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person's own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) The duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no othersothers and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii) in In the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c) 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:
(1i) this Section 7.01(c) This paragraph does not limit the effect of paragraph (b) of this Section 7.01(b) hereof7.01;
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the 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 6.05 hereofof this Indenture.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture that is in any way relates to the Trustee is subject to Section 7.01(aparagraphs (a), (b), ) and (c) and (e) and of this Section 7.02 hereof7.01.
(e) 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 is not reasonably assured to it. The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, .
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall not be liable for interest on any money held by it hereundersubject to the provisions of this Section 7.01 and to the provisions of the TIA.
Appears in 2 contracts
Samples: Indenture (Telemundo Group Inc), Indenture (Telemundo Group Inc)
Duties of the Trustee. (a) If an Amortization Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Amortization Event of which a Trust Officer has not received notice; provided, further, however, that the preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee's negligence or willful misconduct.
(b) Except during the occurrence and continuance of an Event of Default with respect to the Debentures of any series, Amortization Event:
(i) the The Trustee need undertakes to perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii) in In the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this Section 7.01(c) This clause does not limit the effect of clause (b) of this Section 7.01(b) hereof;10.1.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the 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 6.05 hereof9.4.
(iv) The Trustee shall not be charged with knowledge of any default by the Servicer or the Lessee in the performance of its obligations under any Related Document, unless a Trust Officer of the Trustee (a) receives written notice of such failure from National or any Holders of Notes evidencing not less than 10% of the aggregate principal amount of the Notes of any Series adversely affected thereby or (b) otherwise has actual knowledge thereof.
(d) Every Notwithstanding anything to the contrary contained in this Indenture or any of the Related Documents, no provision of this Junior Indenture that in any way relates to shall require the Trustee to expend or risk its own funds or incur any liability if there is subject reasonable ground (as determined by the Trustee in its sole discretion) for believing that the repayment of such funds is not reasonably assured to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof.
(e) it by the security afforded to it by the terms of this Indenture. The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense expense.
(including reasonable counsel fees)e) In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Indenture, the Trustee shall be obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required.
(f) Money held Subject to Section 10.3, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust hereunder for the purposes for which they were received, but need not be segregated from other funds except to the extent required by lawlaw or the Related Documents. Except as otherwise The Trustee may allow and credit to NFLP interest agreed in writing, upon by NFLP and the Trustee shall not from time to time as may be liable for interest on any money held permitted by it hereunderlaw.
Appears in 2 contracts
Samples: Base Indenture (Republic Industries Inc), Base Indenture (Republic Industries Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture but the Trustee need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 2 contracts
Samples: Indenture (Winnebago Industries Inc), Indenture (Winnebago Industries Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture, but shall have no affirmative duty to verify the contents thereof.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act gross negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof11.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to this Section 7.01(a), (b), (c) and (e) 11.01 and Section 7.02 hereof11.02, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 2 contracts
Samples: Indenture (Starry Holdings, Inc.), Convertible Note Subscription Agreement (Starry Holdings, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith on its part, the The Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 2 contracts
Samples: Indenture (Chefs' Warehouse, Inc.), Indenture (Chefs' Warehouse, Inc.)
Duties of the Trustee. (a) If an Event of Default occurs known to a Trust Officer of the Trustee has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect known to the Debentures Trustee:
(1) the duties of any seriesthe Trustee shall be determined solely by the express provisions of this Indenture, (i) and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements form required by this Indenture (but need not confirm or investigate the accuracy of this Junior Indenturemathematical calculations or other facts stated therein).
(c) 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:
(1) this Section 7.01(c) paragraph does not limit the effect of paragraph (b) of this Section 7.01(b) hereof7.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) 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 6.05 hereof6.05.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture that is in any way relates related to the Trustee is subject to Section 7.01(aparagraphs (a), (b), ) and (c) and (e) and of this Section 7.02 hereof7.01.
(e) The No provision of this Indenture shall require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it receives security and shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 2 contracts
Samples: Indenture (Credence Systems Corp), Indenture (Credence Systems Corp)
Duties of the Trustee. (a) If an Event of Default occurs and is continuing with respect to the Debentures of any series, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and 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 his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default;
(i1) the Trustee need undertakes to perform such duties and only those such duties with respect to that series that as are specifically set forth in this Junior Indenture or the TIA Indenture, and no othersimplied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in the absence of bad faith faith, gross negligence or willful misconduct on its partpart (as determined by a final non-appealable order of a court of competent jurisdiction), the 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 Trustee and conforming to the requirements of this Junior Indenture. However, ; but in the case of any such certificates or opinions which specifically required by any provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Junior Indenture, but not to verify the contents thereof including the accuracy of any mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which written notice of such Event of Default shall have been given to a Responsible Officer of the Trustee, by the Issuer, any other obligor of the Notes or by Holders of at least 25% of the aggregate principal amount of the Notes, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and 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 such Person’s own affairs.
(c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconductmisconduct (in each case, as determined by a final non-appealable order of a court of competent jurisdiction), except that:
(1) this Section 7.01(cclause (c) does shall not be construed to limit the effect of clause (a) of this Section 7.01(b) hereof6.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is shall be proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in aggregate principal amount of the Outstanding Notes relating to Section 6.05 hereof.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(d4) Every no provision of this Junior Indenture that in any way relates to shall require the Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it receives security and by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(fd) Money held by the Trustee in trust hereunder need Whether or not be segregated from other funds except therein expressly so provided, every provision of this Indenture relating to the extent required by law. Except as otherwise agreed in writing, conduct or affecting the liability of or affording protection to the Trustee shall not be liable for interest on any money held by it hereundersubject to the provisions of this Section 6.01.
Appears in 2 contracts
Samples: Indenture (Manitowoc Co Inc), Indenture (Manitowoc Co Inc)
Duties of the Trustee. (a) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriesConvertible Debentures, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and 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 his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, Convertible Debentures:
(i) the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others; and and
(ii) in the absence of bad faith on its part, the 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 Trustee and conforming on their face to the requirements of this Junior Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Junior Indenture.
(c) 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:
(1i) this Section 7.01(cparagraph (c) does not limit the effect of paragraph (b) of this Section 7.01(b) hereof6.1;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) 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 6.05 hereof5.8.
(d) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (a), (b), (c) and (e) and of this Section 7.02 hereof6.1.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)expense.
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the The Trustee shall not be liable under no liability for interest on any money held received by it hereunderhereunder except as otherwise agreed in writing with the Company.
Appears in 2 contracts
Samples: Indenture (Capital Trust), Indenture (Wellsford Real Properties Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has written notice or actual knowledge of any seriesthe same, then, without limiting the generality of Section 10.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(H) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this Section 10.01.
Appears in 2 contracts
Samples: Indenture (Orthopediatrics Corp), Purchase Agreement (Orthopediatrics Corp)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act gross negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (a) If an Event of Default ---------------------- occurs and is continuing with respect to the Debentures of any seriesDebentures, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its exercise as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any seriesDebentures, (i) the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others; and (ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c) The Trustee may not be relieved from liability for its own gross negligent action, its own gross negligent failure to act or its own willful misconduct, except that:
(1i) this Section 7.01(c) does not limit the effect of Section 7.01(b) hereof;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) 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 6.05 hereof.
(d) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed provided in writingSection 3.05 and Section 8.01 hereof, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Samples: Indenture (SJG Capital Trust)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall will 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 6.05 hereof7.06; and #92925316v9
(iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Bandwidth Inc.)
Duties of the Trustee. (aA) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (bB), (cC), (E) and (eF) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but will not be required to verify any mathematical calculations or factual statements contained therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof12.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof12.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Gastar Exploration Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture, but shall have no affirmative duty to verify the contents thereof.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act gross negligence or its own willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall will 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 6.05 hereof7.06; and
(iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (2U, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any serieswhich a Responsible Officer has received written notice or actual knowledge, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actiongross negligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (bB), (cC) and (eE) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) The Trustee will not be liable for interest or investment income on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds funds, except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.. Table of Contents
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy or mathematical calculation or facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to this Section 7.01(a)10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(G) The Trustee will not be liable with respect to any action taken or omitted to be taken by it hereunderin good faith in accordance with the written direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
Appears in 1 contract
Samples: Indenture (Progenity, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 10.01.
Appears in 1 contract
Samples: Indenture (Ascendis Pharma a/S)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to of which a Responsible Officer of the Debentures of any seriesTrustee has received written notice, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless it receives such Holder has offered to the Trustee security and or indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)expense.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 10.01.
(H) The permissive rights of the Trustee enumerated herein will not be construed as duties.
(I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise.
(J) Unless a Responsible Officer of the Trustee has received written notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable.
(K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent.
(L) The Trustee will not be charged with knowledge (actual or constructive) of any document or agreement other than this Indenture and the Notes.
Appears in 1 contract
Samples: Indenture (Post Holdings, Inc.)
Duties of the Trustee. (a1) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its exercise as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs.
(b2) Except during the continuance of an Event of Default with respect to the Debentures of any seriesDefault, (ia) the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others; and (iib) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c3) 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:
(1a) this Section 7.01(cparagraph (3) does not limit the effect of paragraph (2) of this Section 7.01(b) hereof7.01;
(2b) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3c) 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 6.05 hereof.
(d4) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (1), (b2), (c3) and (e5) of this Section 7.01 and Section 7.02 hereof7.02.
(e5) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)expense.
(f6) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the The Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Samples: Indenture (Peco Energy Co)
Duties of the Trustee. (a) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Agreement and the other Note Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person's own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee shall be determined solely by the express provisions of this Agreement or any other Note Document and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or Agreement and the TIA other Note Documents and no others, and no implied covenants or obligations shall be read into this Agreement or any other Note Document against the Trustee; and and
(ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior IndentureAgreement and the Security Documents. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureAgreement and the Security Documents, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein.
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this Section 7.01(cparagraph (c) does not limit the effect of paragraph (b) or (d) of this Section 7.01(b) hereof7.01;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) 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 6.05 hereof.
(d) Every No provision of this Junior Indenture Agreement or any Security Document shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Agreement or any Security Document at the request or direction of any Holders, unless such Holder shall have offered to the Trustee security and/or indemnity satisfactory to it against the cost, loss, liability or expense that might be incurred by it in compliance with such request or direction.
(e) Whether or not therein expressly so provided, every provision of this Agreement that in any way relates to the Trustee is subject to Section Sections 7.01(a), (b), (c) and (e) and Section 7.02 hereof.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel feesd).
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.
(g) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents and Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their respective terms and the terms hereof and authorizes and directs the Trustee (in its capacities as trustee and Collateral Trustee for the Holders) to enter into the Security Documents and Intercreditor Agreement upon the execution thereof by the other parties thereto and to perform its obligations and exercise its rights thereunder in accordance therewith.
(h) As of the Issue Date, Xxxxx Fargo Bank, N.A. is acting as the Trustee and the Collateral Trustee hereunder. Except Accordingly, any references to the "Trustee" herein refers to Xxxxx Fargo Bank, N.A. as otherwise agreed serving in both such capacities. At such time that a successor to Xxxxx Fargo Bank, N.A., is appointed as the Trustee hereunder or as the Collateral Trustee hereunder, the duties, rights and obligations of the "Trustee" as set forth in this Agreement on the Issue Date shall be segregated amongst each of the successors in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Samples: Indenture (Amerco /Nv/)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own action or negligent failure to act or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any such certificates or opinions which by any provision hereof of this Indenture are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act gross negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (a) If an Amortization Event of or Servicer Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Amortization Event of which the Trustee has not received notice; and, provided, further, that the preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee's negligence or willful misconduct.
(b) Except during the continuance of an Amortization Event of Default with respect to the Debentures of any series, or Servicer Default:
(i) the The Trustee need undertakes to perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii) in In the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this Section 7.01(c) This clause does not limit the effect of clause (b) of this Section 7.01(b) hereof;10.1.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the 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 6.05 hereof9.4.
(iv) The Trustee shall not be charged with knowledge of any default by the Servicer in the performance of its obligations under this Indenture, unless a Trust Officer of the Trustee obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Servicer or any Holders of Notes evidencing not less than 10% of the aggregate principal amount of the Notes of any Series adversely affected thereby.
(d) Every Notwithstanding anything to the contrary contained in this Indenture or any of the Related Documents, no provision of this Junior Indenture that in any way relates to shall require the Trustee to expend or risk its own funds or incur any liability if there is subject reasonable ground for believing that the repayment of such funds is not reasonably assured to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereof.
(e) it by the security afforded to it by the terms of this Indenture. The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense expense. The Trustee shall not be required to perform, or be responsible for the manner of performance of the Servicer under this Indenture unless the Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with terms of this Indenture or any Supplement.
(including reasonable counsel fees)e) In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Indenture, the Trustee shall be obligated as soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required.
(f) Money held Subject to Section 10.3, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust hereunder for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Except as otherwise The Trustee may allow and credit to TFFC interest agreed in writing, upon by TFFC and the Trustee shall not from time to time as may be liable for interest on any money held permitted by it hereunderlaw.
Appears in 1 contract
Duties of the Trustee. (a) If an Event of Default occurs known to a Trust Officer of the Trustee has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect known to the Debentures of any series, Trustee:
(i) The duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Junior Indenture.
(c) 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:
(1i) this Section 7.01(c) This paragraph does not limit the effect of Section 7.01(bparagraph (b) hereofof this Section;
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the 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 6.05 hereof6.05.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture that is in any way relates related to the Trustee is subject to Section 7.01(aparagraphs (a), (b), ) and (c) and (e) and of this Section 7.02 hereof7.01.
(e) The No provision of this Indenture shall require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless in the performance of any of its duties or the exercise of any of its rights and powers hereunder, if it receives security and shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably satisfactory assured to it against any loss, liability or expense (including reasonable counsel fees)it.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Samples: Indenture (Delta Air Lines Inc /De/)
Duties of the Trustee. (a) If an Event of Default occurs of which the Trustee has actual knowledge has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and the Security Documents and use the same degree of care and skill in its their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect known to the Debentures Trustee:
(1) The duties of any series, (i) the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no othersothers and no implied covenants or obligations shall be read into this Indenture against the Trustee; and and
(ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of form required by this Junior Indenture.
(c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(1) this Section 7.01(c) This paragraph does not limit the effect of Section 7.01(bparagraph (b) hereofof this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the 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 6.05 hereof6.5.
(d) Every Whether or not therein expressly so provided, every provision of this Junior Indenture and the Security Documents that is in any way relates related to the Trustee is subject to Section 7.01(a), (b), (c) and (e) and Section 7.02 hereofthis Article VII.
(e) The No provision of this Indenture shall require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security in the performance of any of its duties or the exercise of any of its rights and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)powers hereunder.
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the The Trustee shall not be liable for interest on any money held received by it hereunderexcept as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(g) If the Trustee shall receive conflicting or inconsistent requests from two or more groups of Holders, each representing less than a majority of the aggregate principal amount of Convertible Secured Notes then outstanding, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Indenture.
(h) The duties of the Trustee under this Indenture and the Security Documents are limited by the provisions of a Security and Intercreditor Agreement, dated as of June 11, 2002, by and among the Holders and certain other secured parties and the Trustee shall have no liability under this Indenture or the Security Documents for any act or failure to act expressly permitted or required by such Security and Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Crown Resources Corp)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has received written notice or actual knowledge of any seriesthe same, then, without limiting the generality of Section 10.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every No provision of this Junior Indenture will require the Trustee to expend or risk its own funds or incur any liability.
(E) The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 7.01(a)10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has written notice or actual knowledge of any seriesthe same, then, without limiting the generality of Section 10.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every No provision of this Junior Indenture will require the Trustee to expend or risk its own funds or incur any liability.
(E) The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 7.01(a)10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Samples: Indenture (Freshpet, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(bSections 10.01(B) hereofand 10.01(D);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every [Reserved]
(E) No provision of this Junior Indenture will require the Trustee to expend or risk its own funds or incur any liability.
(F) The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(G) Each provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01(a)10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Samples: Indenture (Fluence Energy, Inc.)
Duties of the Trustee. The duties and responsibilities of the Trustee shall be as provided by the TIA and as set forth herein.
(a) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i1) the Trustee need perform only those duties with respect to that series that as are specifically set forth in this Junior Indenture or the TIA Indenture, and no otherscovenants or obligations shall be implied in this Indenture against the Trustee; and and
(ii2) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, ; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this Section 7.01(c) paragraph does not limit the effect of paragraph (b) of this Section 7.01(b) hereof7.1;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) 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 6.05 hereof6.2, 6.4 or 6.5 of this Indenture.
(d) No provision of this Indenture or the Collateral Agreements 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.
(e) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (a), (b), (c) and (ed) of this Section 7.1 and Section 7.02 hereof.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)7.2 of this Indenture.
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the The Trustee shall not be liable for interest on any money held or assets received by it hereunderexcept as the Trustee may agree in writing with the Issuers. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law.
Appears in 1 contract
Samples: Indenture (MSX International Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series the Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of the Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior the Indenture or the TIA and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior the Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior the Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof11.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior the Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof11.01, regardless of whether such provision so expressly provides.
(eE) The No provision of the Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: First Supplemental Indenture (Centennial Resource Development, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has written notice or actual knowledge of any seriesthe same, then, without limiting the generality of Section 10.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereofSection 10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereofSection 7.06.
(dD) Every No provision of this Junior Indenture will require the Trustee to expend or risk its own funds or incur any liability.
(E) The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to Section 7.01(a)this Section 10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Samples: Indenture (Ani Pharmaceuticals Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same in accordance with respect to the Debentures terms of any seriesthis Indenture, then, without limiting the generality of Section 10.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(H) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee has actual knowledge of such event in accordance with the terms hereof.
Appears in 1 contract
Samples: Indenture (Ugi Corp /Pa/)
Duties of the Trustee. (a) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any series, the Trustee shall exercise the rights and powers vested in it by this Junior Amended and Restated Indenture with respect to that series and 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 his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any series, :
(i) the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Amended and Restated Indenture or the TIA and no others; and and
(ii) in the absence of bad faith on its part, the 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 Trustee and conforming on their face to the requirements of this Junior Amended and Restated Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Junior Amended and Restated Indenture.
(c) 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:
(1i) this Section 7.01(cparagraph (c) does not limit the effect of paragraph (b) of this Section 7.01(b) hereof6.1;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) 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 6.05 hereof5.8.
(d) Every provision of this Junior Amended and Restated Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (a), (b), (c) and (e) and of this Section 7.02 hereof6.1.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)expense.
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the The Trustee shall not be liable under no liability for interest on any money held received by it hereunderhereunder except as otherwise agreed in writing with the Company.
Appears in 1 contract
Samples: Indenture (Capital Trust Inc)
Duties of the Trustee. (a) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its exercise as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default with respect to the Debentures of any seriesDefault, (i) the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others; and (ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(c) The No provision in this Indenture shall relieve 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:
(1) this Section 7.01(cparagraph (c) does not limit the effect of paragraphs (a) and (b) of this Section 7.01(b) hereof7.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3) 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 6.05 hereof.; and
(d) Every provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (a), (b), (c) and (e) of this Section 7.01 and to Section 7.02 hereof7.02.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the The Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Samples: Indenture (Metropolitan Edison Co)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof11.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof11.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Realogy Group LLC)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures continuing, and a Responsible Officer of any series, the Trustee shall has written notice or actual knowledge of the same, then, without limiting the generality of Section 10.02(F) the Trustee will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(H) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this Section 10.01.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against in the performance of any lossof its duties, liability or expense (including reasonable counsel fees)in the exercise of any of its rights or powers.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (PetIQ, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.. FullDPWPathandDateText US-DOCS\113092644.12
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act gross negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (bB), (cC) and (eE) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Farfetch LTD)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures continuing, and a Responsible Officer of any series, the Trustee shall has written notice or actual knowledge of the same, then the Trustee will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconductmisconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall will 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 6.05 hereof7.06; and
(iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Vertex, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act gross negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Vroom, Inc.)
Duties of the Trustee. (aA) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving 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 Indenture. If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but will not be required to verify any mathematical calculations or factual statements contained therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof12.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof12.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) The Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent pursuant to the terms of this Indenture) or any records maintained by any co-Note Registrar with respect to the Notes.
(H) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event.
(I) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
Appears in 1 contract
Samples: Indenture (Workhorse Group Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to this Section 7.01(a)10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Innoviva, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Tyler Technologies Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (bB), (cC) and (eE) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Farfetch LTD)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and 20090164 |US-DOCS\140348310.5|| | 12:50|
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 10.01.
(H) The permissive rights of the Trustee enumerated herein will not be construed as duties.
(I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise.
(J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest is owing on the Notes or that the Company has elected to pay Special Interest on the Notes, the Trustee may assume no Additional Interest or Special Interest, as applicable, is payable.
(K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent.
(L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes. 20090164 |US-DOCS\140348310.5|| | 12:50|
Appears in 1 contract
Samples: Indenture (Stem, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the The Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture, but need not verify the contents thereof.
(cC) 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:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
Appears in 1 contract
Samples: Indenture (SoFi Technologies, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act gross negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (bB), (cC) and (eE) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Farfetch LTD)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to this Section 7.01(a), (b), (c) and (e) 10.01 and Section 7.02 hereof10.02, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own action or negligent failure to act or its own actor willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01.(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall will 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 6.05 hereof7.06; and
(iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Perficient Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction from any Holder(s) received by it it, including pursuant to Section 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to this Section 7.01(a)10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Innoviva, Inc.)
Duties of the Trustee. (a) If In case an Event of Default occurs or a Rapid Amortization Event of which the Trustee shall have Actual Knowledge has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or any other Transaction Document in which event the Trustee’s sole responsibility will be to await such direction and act or refrain from acting in accordance therewith) exercise the rights and powers vested in it by this Junior Base Indenture with respect to that series and the other Transaction Documents, and use the same degree of care and skill in its exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs; provided that the Trustee will have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, a Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party, Controlling Class Representative or the requisite percentage of the Controlling Class Members or noteholders, as applicable, in connection with any Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event, or for acting or failing to act due to any direction or lack of direction from the Control Party or Controlling Class Representative. No provision of the Base Indenture may be construed to relieve the Trustee from liability for its own negligence, fraud, bad faith or willful misconduct, except that (i) this provision may not be construed to limit the effect of the immediately preceding sentence; (ii) the Trustee will not be liable in its individual capacity for any error of judgment made in good faith by a Trust Officer, unless it is proven that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee will not be liable in its individual capacity with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Control Party or the requisite Noteholders in accordance with the Base Indenture relating to the time, method and place for conducting any proceeding for any remedy available to the Trustee, exercising any trust or power conferred upon the Trustee under the Base Indenture or any other circumstances in which such direction is required or permitted by the terms of this Base Indenture; (iv) no provision of the Base Indenture or any other Transaction Documents will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or exercise of its rights or powers thereunder, if it has reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it (such reasonableness to be determined pursuant to the Base Indenture); and (v) the Trustee will not be liable to the Noteholders for any action taken or omitted by it in good faith at the direction of the Manager, the Co-Issuers, the Control Party and/or any Noteholder under the circumstances if such direction is required or permitted by the terms of the Base Indenture.
(b) Except during the occurrence and continuance of an Event of Default with respect to or a Rapid Amortization Event of which the Debentures of any series, Trustee shall have Actual Knowledge:
(i) the The Trustee need undertakes to perform only those duties with respect to that series that are specifically set forth in this Junior the Indenture or the TIA any other Transaction Document to which it is a party and no others, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Base Indenture or any other Transaction Documents to which it is a party, and no other duties or implied covenants or obligations shall be read into the Indenture or any other Transaction Document against the Trustee; and and
(ii) in In the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Junior Indenture. However, the Indenture and any other applicable Transaction Document; provided in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the such certificates and or opinions to determine whether or not they conform to the requirements of this Junior Indenturethe Indenture and shall promptly notify the party of any non-conformity.
(c) The Trustee may not be relieved from liability for its own negligent actionnegligence, its own negligent failure to act fraud, bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(cThis clause (c) does not limit the effect of clause (a) of this Section 7.01(b) hereof;10.1.
(2ii) the The Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable in its individual capacity with respect to any action it takes takes, suffers or omits to take in good faith in accordance at the direction of the Manager, the Co-Issuers, the Control Party and/or any Noteholder under the circumstances if such direction is required or permitted by the terms hereunder.
(iv) The Trustee shall not be charged with knowledge of any Mortgage Recordation Event, Default, Event of Default, Potential Rapid Amortization Event, Rapid Amortization Event, Manager Termination Event, Warm Back-Up Management Trigger Event or Servicer Termination Event or the commencement and continuation of a direction Cash Flow Sweeping Period (prior to the Springing Amendments Implementation Date) or a Cash Trapping Period (on and after the Springing Amendments Implementation Date) until such time as a Trust Officer shall have Actual Knowledge or have received by it pursuant to Section 6.05 hereofwritten notice thereof. In the absence of such Actual Knowledge or receipt of such notice, the Trustee may conclusively assume that no such event has occurred or is continuing.
(d) Every Notwithstanding anything to the contrary contained in the Indenture or any of the other Transaction Documents, no provision of this Junior the Indenture that in any way relates to or the other Transaction Documents shall require the Trustee to expend or risk its own funds or incur any financial liability in the performance of any of its duties or exercise of its rights or powers hereunder, if it has reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is subject not reasonably assured to Section 7.01(a), (b), (c) it by the security afforded to it by the terms of the Indenture or the Guarantee and (e) and Section 7.02 hereof.
(e) Collateral Agreement. The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any risk, loss, liability or expense expense.
(including reasonable counsel fees)e) In the event that the Paying Agent or the Note Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Note Registrar, as the case may be, under the Indenture, the Trustee shall be obligated as soon as practicable upon Actual Knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required.
(f) Money held Subject to Section 10.3, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust hereunder for the purposes for which they were received, but need not be segregated from other funds except to the extent required by lawlaw or the Indenture or any of the other Transaction Documents.
(g) Whether or not therein expressly so provided, every provision of the Indenture and the other Transaction Documents relating to the conduct of, affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section 10.1.
(h) The Trustee shall not be responsible (i) for the existence, genuineness or value of any of the Collateral, (ii) for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iv) for the validity of the title of the Securitization Entities to the Collateral, (v) for insuring the Collateral or (vi) for the payment of Taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Except as otherwise agreed provided herein, the Trustee shall have no duty to inquire as to the performance or observance of any of the terms of the Indenture or the other Transaction Documents by the Securitization Entities.
(i) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in writinggood faith in accordance with the Indenture or at the direction of the Servicer, the Control Party, the Controlling Class Representative or the holders of the requisite percentage of Noteholders, relating to the time, method and place for conducting any proceeding for any remedy available to the Trustee, exercising any trust or power conferred upon the Trustee under this Base Indenture or any other circumstances in which such direction is required or permitted by the terms of this Base Indenture.
(j) The Trustee shall have no duty (i) to see to any recording, filing or depositing of this Base Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recordings or filing or depositing or to any rerecording, refiling or redeposition of any thereof (other than with respect to filings of the Mortgages as and to the extent provided in Section 3.1(c)); (ii) to see to any insurance, (iii) except as otherwise provided by Section 10.1(e), to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind or (iv) to confirm or verify the contents of any reports or certificates of the Manager, the Control Party, the Back-Up Manager or the Servicer delivered to the Trustee pursuant to this Base Indenture or any other Transaction Document believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties.
(k) The Trustee shall not be personally liable for special, indirect, consequential or punitive damages arising out of, in connection with or as a result of the performance of its duties under the Indenture.
(i) Notwithstanding anything to the contrary in this Section 10.1, the Trustee shall make Debt Service Advances to the extent and in the manner set forth in Section 5.14(a) hereof; provided that notwithstanding anything herein or in any other Transaction Document to the contrary, the Trustee shall not be liable obligated to advance any principal on the Notes, any make-whole prepayment consideration, any Series Hedge Payment Amounts, any Class A-1 Notes Administrative Expenses, any Class A-1 Notes Quarterly Commitment Fees Amount, any Post-ARD Additional Interest, any amounts required to be deposited to the Hedge Payment Account or any reserve amounts or any interest payable on, or any other amount due with respect to, the Senior Subordinated Notes or the Subordinated Notes. In addition, for the avoidance of doubt, the Trustee shall not be required to make any Debt Service Advance in respect of any Class A-1 Interest Adjustment Amount to the extent such Debt Service Advance would be duplicative of a Debt Service Advance already made with respect to such Quarterly Calculation Date. To the extent an Alternative Advance Funding Facility is in effect, the Trustee shall not be required to make Advances to the extent (a) the provider thereunder has determined that such Advance is a Nonrecoverable Advance, (b) such Alternative Advance Funding Facility has been terminated, or (c) there are no amounts available thereunder.
(ii) Notwithstanding anything herein to the contrary, no Debt Service Advance shall be required to be made hereunder by the Trustee if the Trustee determines such Debt Service Advance (including interest thereon) would, if made, constitute a Nonrecoverable Advance. The determination by the Trustee that it has made a Nonrecoverable Advance or that any proposed Debt Service Advance, if made, would constitute a Nonrecoverable Advance, shall be made by the Trustee in its reasonable good faith judgment. The Trustee is entitled to conclusively rely on the determination of the Servicer that an Advance is or would be a Nonrecoverable Advance. Any such determination will be conclusive and binding on the Noteholders. The Trustee may update or change its nonrecoverability determination at any money time, and may decide that a requested Debt Service Advance or Collateral Protection Advance that was previously deemed to be a Nonrecoverable Advance shall have become recoverable. Notwithstanding the foregoing, all outstanding Debt Service Advances and Collateral Protection Advances made by the Trustee and any accrued interest thereon shall be paid strictly in accordance with the Priority of Payments, even if the Trustee determines that any such advance is a Nonrecoverable Advance after such Advance has been made.
(iii) The Trustee shall be entitled to receive interest at the Advance Interest Rate accrued on the amount of each Debt Service Advance made thereby (with its own funds) for so long as such Debt Service Advance is outstanding. Such interest with respect to any Debt Service Advance made pursuant to this Section 10.1(l) shall be payable out of Collections in accordance with the Priority of Payments pursuant to Section 5.13 hereof and the other applicable provisions of the Transaction Documents. Such interest will be calculated on the basis of a 360-day year of twelve 30-day months and will be due and payable in arrears on each Weekly Allocation Date.
(iv) On and after the Advance Funding Effective Date, Advances shall be limited to amounts held by in the Advance Funding Reserve Account and amounts available for such purpose under the Alternative Advance Funding Facility. In no event will the Servicer (to the extent it hereunderremains in any capacity in the Securitization Transactions) or the Trustee be required to make any Advances of any nature whatsoever if the Advance Funding Provider does not provide the funds available therefor.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b11.01(B) hereofor Section 11.01(E);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to this Section 7.01(a)11.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has written notice or actual knowledge of any seriesthe same, then, without limiting the generality of Section 10.01(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(H) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this Section 10.01.
Appears in 1 contract
Samples: Indenture (Faro Technologies Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has written notice or actual knowledge of any seriesthe same, then, without limiting the generality of Section 10.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every No provision of this Junior Indenture will require the Trustee to expend or risk its own funds or incur any liability.
(E) The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 7.01(a)10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Samples: Indenture (Envista Holdings Corp)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith gross negligence or willful misconduct on its part, the Trustee may shall be entitled to conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act gross negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; anda
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Kadmon Holdings, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series the Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of the Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior the Indenture or the TIA and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior the Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior the Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior the Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of the Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: First Supplemental Indenture (Cheesecake Factory Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has written notice or actual knowledge of any seriesthe same, then, without limiting the generality of Section 10.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series the Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of the Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior the Indenture or the TIA and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior the Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior the Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every No provision of this Junior the Indenture will require the Trustee to expend or risk its own funds or incur any liability.
(E) The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(G) Each provision of the Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 7.01(a)10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof11.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof11.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to this
Appears in 1 contract
Samples: Indenture (Inotiv, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to continuing, and a Responsible Officer of the Debentures Trustee has written notice of any seriesthe same at the Corporate Trust Office of the Trustee, then, without limiting the generality of Section 10.02(F), the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every No provision of this Junior Indenture will require the Trustee to expend or risk its own funds or incur any liability.
(E) The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.
(F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
(G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this Section 7.01(a)10.01, (b), (c) and (e) and Section 7.02 hereofregardless of whether such provision so expressly provides.
(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees).
(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall not be liable for interest on any money held by it hereunder.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith gross negligence or wilful misconduct on its part, as determined by a court of competent jurisdiction in a final, non-appealable order, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform, on their face, to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture, but shall have no affirmative duty to verify the contents thereof.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actiongross negligence or wilful misconduct, its own negligent failure to act or its own willful misconductas determined by a court of competent jurisdiction in a final, non-appealable order, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.05.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to this Section 7.01(a), (b), (c) and (e) 10.01 and Section 7.02 hereof10.02, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds funds, incur any liability or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against in the performance of any lossof its duties hereunder, liability or expense (including reasonable counsel fees)in the exercise of any of its rights or powers.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (TH International LTD)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures continuing, and a Responsible Officer of any series, the Trustee shall has received written notice or has actual knowledge of the same, then the Trustee will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith gross negligence or willful misconduct on its part, the Trustee may may, without investigation, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However; provided, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trusteehowever, that the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act gross negligence or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee will be subject to the provisions of this Section 10.01.
(H) The permissive rights of the Trustee enumerated herein will not be construed as duties.
(I) The Trustee will not be required to give any bond or surety in respect of the execution of this Indenture or otherwise.
(J) Unless a Responsible Officer of the Trustee has received notice from the Company that Additional Interest or Special Interest is owing or, if applicable, accruing on the Notes, the Trustee may assume that no Additional Interest or Special Interest, as applicable, is payable or, if applicable, accruing.
(K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent and Collateral Agent.
(L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes.
(M) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.
Appears in 1 contract
Samples: Indenture (Marti Technologies, Inc.)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the form requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability for its own gross negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(1i) this Section 7.01(c) This paragraph does not limit the effect of Section 7.01(b) hereof;10.01(B).
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and.
(3iii) the 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 from a majority in aggregate principal amount of the Notes outstanding pursuant to Section 6.05 hereofthe terms of this Indenture.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aclauses (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Vail Resorts Inc)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to of which the Debentures of any seriesTrustee has actual knowledge, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to of which the Debentures of any series, Trustee has actual knowledge:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the The Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture, but need not verify the contents thereof.
(cC) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof10.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof10.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series Indenture, and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Junior IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconduct, except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof11.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof11.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee shall be held un-invested and need not be segregated from other funds, except to the extent required by law.
Appears in 1 contract
Samples: Indenture (CNX Resources Corp)
Duties of the Trustee. (aA) If an Event of Default occurs has occurred and is continuing with respect to the Debentures of any seriescontinuing, the Trustee shall will exercise such of the rights and powers vested in it by this Junior Indenture with respect to that series and use the same degree of care and skill in its exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs.
(bB) Except during the continuance of an Event of Default with respect to the Debentures of any series, Default:
(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties with respect to that series that are specifically set forth in this Junior Indenture or the TIA and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and and
(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates Officer’s Certificates or opinions furnished Opinions of Counsel that are provided to the Trustee and conforming conform to the requirements of this Junior Indenture. However, in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the requirements of this Junior Indenture.
(cC) The Trustee may not be relieved from liability liabilities for its own negligent actionnegligence, its own negligent failure to act bad faith or its own willful misconductmisconduct (in each case as determined by a non-appealable final judgment of a court of competent jurisdiction), except that:
(1i) this Section 7.01(c) does paragraph will not limit the effect of Section 7.01(b) hereof11.01(B);
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall will 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 6.05 hereof7.06.
(dD) Every Each provision of this Junior Indenture that in any way relates to the Trustee is subject to Section 7.01(aparagraphs (A), (b), (cB) and (eC) and of this Section 7.02 hereof11.01, regardless of whether such provision so expressly provides.
(eE) The No provision of this Indenture will require the Trustee may refuse to perform any duty or exercise any right or power or extend expend or risk its own funds or otherwise incur any financial liability unless it receives security and indemnity reasonably satisfactory to it against any loss, liability or expense (including reasonable counsel fees)liability.
(fF) Money held by the The Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise agreed in writing, the Trustee shall will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by it hereunderthe Trustee need not be segregated from other funds, except to the extent required by law.
(G) The Paying Agent, the Conversion Agent and the Registrar will be entitled to the same rights, protections, immunities and indemnities as the Trustee.
Appears in 1 contract
Samples: Indenture (NRG Energy, Inc.)
