Duties of the Trustee. (a) Except during the continuance of an Event of Default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations. (b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that (1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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; (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it; (5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and (6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Great Ajax Corp.)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, 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 Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. .
(b) Except during the continuance of an Event of Default:
(1) The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer duties of the Trustee receives written notice shall be determined solely by the express provisions of such an event this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or has obtained actual knowledge obligations shall be read into this Indenture against the Trustee; and
(2) In the absence of such an eventbad 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 Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts purported to be stated therein).
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 This paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;Section 6.05.
(4d) no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powersand powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee shall be is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01 and to the provisions of this Sectionthe TIA.
(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 need not be segregated from other funds or assets except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Gencorp Inc)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, 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 his or her own affairs. .
(b) Except during the continuance of an Event of Default known to the Trustee:
(1) The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer duties of the Trustee receives written notice shall be determined solely by the express provisions of such an event this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or has obtained actual knowledge obligations shall be read into this Indenture against the Trustee; and
(2) In the absence of such an eventbad 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 Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 This paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the NotesSection 6.05.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this SectionSection 7.01.
(e) 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.
(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 need not be segregated from other funds except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Amkor Technology Inc)
Duties of the Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.
(b) Except during the continuance of an Event of Default,Default actually known to a Responsible Officer:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, Indenture and its other Related Documents and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of gross negligence or willful misconduct 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 Indenture; but provided, however, in the case of any such certificates or opinions specifically required that by any provision hereof are specifically required to be provided furnished to itthe Trustee, the Trustee will shall examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an eventTrustee's other Related Documents.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act, act or its own willful wilful misconduct, except that:
(1i) this paragraph clause (c) shall does not be construed to limit the effect of paragraph clause (ab) of this Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4iv) the Trustee shall not be charged with knowledge of an Event of Default or Servicer Termination Event unless a Responsible Officer obtains actual knowledge of such event or the Trustee receives written notice of such event from Paragon, the Servicer, the Note Insurer or Holders owning Notes aggregating not less than 10% of the Note Balance; and
(v) the Trustee shall have no duty to monitor the performance of the Issuer, the Seller, Paragon or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuer, the Seller, Paragon or the Servicer. The Trustee shall have no liability in connection with compliance of the Issuer, the Seller, Paragon or the Servicer with statutory or regulatory requirements related to the Receivables. The Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any pledge or assignment of the Receivables to the Trustee.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b), (c) and (g).
(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.
(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement.
(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any or be subjected to financial liability in the performance of any of its duties hereunder, hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing to believe that repayment repayments of such funds or adequate indemnity reasonably satisfactory to it against any loss, liability or security against such risk or liability expense is not reasonably assured to it;.
(5h) Every provision of this Indenture relating to the permissive right conduct or affecting the liability of or affording protection to the Trustee shall be subject to this Section 6.1.
(i) The Trustee shall, upon two Business Day's prior notice to the Trustee, permit any representative of the Note Insurer or the Issuer, during the Trustee's normal business hours, to examine all books of account and official records required to be maintained in accordance with this Agreement of the Trustee relating to take any action enumerated the Notes, to make copies and extracts therefrom and to discuss the Trustee's affairs and actions, as such affairs and actions relate to the Trustee's duties with respect to the Notes, with the Trustee's officers and employees responsible for carrying out the Trustee's duties with respect to the Notes. All expenses incurred by the Trustee in this Indenture connection with such examination shall not be construed as a duty; andborne by the Issuer.
(6j) under In no circumstances event shall the Trustee be liable required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer, or any other party, under the Sale and Servicing Agreement except that Norwest Bank Minnesota, National Association solely in its individual capacity as Backup Servicer, shall perform and be responsible for such obligations during such time, if any, as the obligations evidenced by Backup Servicer shall be the Notessuccessor to, and be vested with the rights, powers, duties and privileges of the Servicer in accordance with the terms of the Sale and Servicing Agreement.
(dl) Whether Without limiting the generality of this Section 6.1, the Trustee, in its capacity as Trustee, shall have no duty, unless specifically set forth in this Indenture or not the Related Documents, (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement evidencing a security interest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust Estate, (iii) to confirm or verify the contents of any reports or certificates delivered to the Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties, or (iv) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer's, the Seller's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer.
(m) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, or to institute, conduct or defend any litigation under this Agreement or in relation to this Indenture, at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein expressly so provided, every or thereby.
(n) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 6.1 and to the provisions of the TIA.
(o) The Trustee shall hold the Policy and shall hold any proceeds of any claim on the Policy in trust solely for application as provided in the Sale and Servicing Agreement. The Trustee shall deliver to the Rating Agency notice of any amendment or modification made to the Policy prior to the Termination Date. Unless the Rating Agency Condition is satisfied, no amendment or modification shall be made to the Policy without the prior written consent of the Holders of all the Notes.
Appears in 1 contract
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, 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 Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. .
(b) Except during the continuance of an Event of Default known to the Trustee:
(1) The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer duties of the Trustee receives written notice shall be determined solely by the express provisions of such an event this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or has obtained actual knowledge obligations shall be read into this Indenture against the Trustee; and
(2) In the absence of such an eventbad 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 Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts purported to be stated therein).
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 This paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;Section 6.05.
(4d) no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powersand powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee shall be is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01 and to the provisions of this Sectionthe TIA.
(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 need not be segregated from other funds or assets except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Gencorp Inc)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) The duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence 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 to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant to the time, method and place terms 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
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Winnebago Industries Inc)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 106 of such Event of Default or failure to make such payment shall have been given to the Trustee by the IssuerCompany, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Ellington Financial LLC)
Duties of the Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise its rights and powers and use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(b) Except during the continuance of an Event of Default,:
(1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers.
(2) in In the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 This paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officerfaith, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;.
(3) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the NotesSection 6.05.
(d) Whether or not therein expressly so provided, every Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this Section.
(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as otherwise agreed with the Corporation.
Appears in 1 contract
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not to verify the contents thereof including, but not limited to, confirm or investigate the accuracy of mathematical calculationscalculations or other facts stated therein.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer, any other obligor of the Notes or by any HolderHolders 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 Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this SectionSection 6.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer or Agent, unless it 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 in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;.
(4d) no Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powerspowers vested in it by this Indenture, if it the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(df) Whether or not therein expressly so providedEach Holder, every provision by its acceptance of this Indenture relating any Notes and the Guarantees, consents and agrees to the conduct or affecting terms of the liability Escrow Agreement (including, without limitation, the provisions providing for the deposit, investment and release of or affording protection property held thereunder) and authorizes and directs the Escrow Agent and the Trustee, as applicable, to enter into and perform their respective obligations and exercise their respective rights under the Escrow Agreement pursuant to the Trustee shall be subject to the provisions of this Sectionterms thereof.
Appears in 1 contract
Samples: Indenture (Apergy Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereintherein and as to due execution, validity and effectiveness, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 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 any HolderHolders 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 Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPxxxxx’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph clause (c) shall not be construed to limit the effect of paragraph clause (a) of this SectionSection 601;
(2) the Trustee shall not be liable for any action taken, or error of judgment made made, in good faith by a any of its Responsible OfficerOfficers, employees or agents, unless it 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 in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4d) no Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powerspowers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Aar Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence 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 to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the IssuerIssuers, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;; and
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Clearwire Corp /DE)
Duties of the Trustee. Subject to the provisions of Trust Indenture Act Section 315(a) through 315(d):
(a) Except if a Default or an Event of Default has occurred and is continuing, 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 thereof as a prudent person would exercise or use under the circumstances in the conduct of his own affairs;
(b) except during the continuance of a Default or an Event of Default,:
(1) the Trustee undertakes to need perform such duties and only such those duties as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and
(2) in the absence of gross negligence bad faith or willful misconduct on its part, the Trustee may conclusively exclusively 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it. However, the Trustee will shall examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.;
(c) 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, or its own willful misconduct, except that:
(1) this paragraph subsection (c) shall does not be construed to limit the effect of paragraph Subsection (ab) of this SectionSection 601;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved 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 it takes or omitted to be taken by it omits in good faith faith, in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes Securities 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;
(4d) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, hereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(de) Whether whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions Subsections (a), (b), (c) and (d) of this SectionSection 601; and
(f) the Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree with the Company. 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 (Bell Atlantic Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, 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 his or her own affairs. .
(b) Except during the continuance of an Event of Default known to the Trustee:
(1) The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer duties of the Trustee receives written notice shall be determined solely by the express provisions of such an event this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or has obtained actual knowledge obligations shall be read into this Indenture against the Trustee; and
(2) In the absence of such an eventbad 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 Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act, act or its own willful wilful misconduct, except that:
(1) this This paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the NotesSection 6.5.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this SectionSection 7.1.
(e) 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.
(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 need not be segregated from other funds except to the extent required by law.
Appears in 1 contract
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer, any other obligor of the Notes or by any HolderHolders 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 Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer or Agent, unless it 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 in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it 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 assured to it.
(f) Each Holder, by its acceptance of any Notes, consents and agrees to the terms of the Escrow Agreement (including, without limitation, the provisions providing for the deposit, investment and release of property held thereunder) and authorizes and directs the Escrow Agent and the Trustee, as applicable, to enter into and perform their respective obligations and exercise their respective rights under the Escrow Agreement pursuant to the terms thereof.
Appears in 1 contract
Samples: Indenture (Entegris Inc)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, 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 Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. .
(b) The Mexican Trustee shall not be deemed to have knowledge of, or be required to act (including i) confirm that the sending of any notice) based on, any event unless a Responsible Officer proceeds from the issuance of the Trustee receives written notice Notes are used to repay the Existing Notes that mature without being converted by their holders, (ii) cause the registration of a certified copy of the public instrument containing the notarization of a Spanish version of this Indenture with the Public Registry of Commerce and obtain the registration thereof in the event that the Issuer fails to comply with its obligation to register such an event or has obtained actual knowledge public instrument as set forth in Section 4.02(e)(i), and (iii) exercise all rights and comply with all obligations set forth in the LGTOC, including those set forth in Article 217 (Sections I, V, VII and VIII) of such an eventthe LGTOC.
(c) No provision Except during the continuance of an Event of Default known to the 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 that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be construed to relieve read into this 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 any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts purported to be stated therein).
(d) 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:
(1i) this This paragraph (c) shall does not be construed to limit the effect of paragraph (ac) of this SectionSection 7.01;
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerTrust Officer of the Trustee, unless it shall be 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 taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;Section 6.05.
(4e) no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powersand powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(df) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee is subject to paragraphs (c), (d), and (e) of this Section 7.01.
(g) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Issuer. Money held in trust by the Trustee need not be segregated from other funds or assets except to the extent required by law.
(h) The Trustee shall be subject under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the provisions of this SectionTrustee reasonable security or indemnity against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (Cemex Sab De Cv)
Duties of the Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indenture and the other Security Agreements, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(b) Except during the occurrence and continuance of an Event of Default,:
(1i) the Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenturethe Indenture and no others, and no implied covenants or obligations shall be read into this the Indenture or any other Security Agreement against the Trustee; and
(2ii) in the absence of gross negligence or willful misconduct 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 the Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it. However, the Trustee will shall examine the same certificates and opinions to determine whether or not they conform on their face to the requirements of this the Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 paragraph (c) shall This clause does not be construed to limit the effect of paragraph clause (ab) of this Section;Section 11.1.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;.
(3iii) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with a direction received by it and contemplated by the direction Indenture.
(iv) The Trustee shall not be charged with knowledge of Event of Default or a Rapid Amortization Event unless a Trust Officer obtains actual knowledge thereof or receives written notice thereof.
(v) The Trustee shall not be charged with knowledge of any default by the Fleet Manager in the performance of its obligations under any Related Document, unless a Trust Officer of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating Trustee obtains actual knowledge thereof or receives written notice thereof.
(d) Notwithstanding anything to the timecontrary contained in the Indenture, 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;
(4) no provision of this the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have there is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) it by the permissive right security afforded to it by the terms of the Trustee to take any action enumerated in this Indenture or if it shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Noteshave received indemnity reasonably satisfactory to it against any loss, liability or expense.
(de) Whether In the event that the Paying Agent or the Registrar, if not therein expressly so providedthe Trustee, every provision of this Indenture relating shall fail to perform any obligation, duty or agreement in the conduct manner or affecting on the liability of day required to be performed by the Paying Agent or affording protection to the Registrar, as the case may be, under the Indenture, the Trustee shall be subject 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; provided that, in connection with the Trustee’s performance of any such obligation of the Paying Agent to pay funds hereunder, the Trustee shall have received from the Paying Agent any such funds previously advanced to the provisions of this SectionPaying Agent.
(f) Subject to Section 11.3, all monies received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Related Documents.
Appears in 1 contract
Samples: Indenture Agreement (Amerco /Nv/)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer, any other obligor of the Notes or by any HolderHolders 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 Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph clause (c) shall not be construed to limit the effect of paragraph clause (a) of this SectionSection 601;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it 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 in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4d) no Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601 and to the provisions of the TIA.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powerspowers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (BWX Technologies, Inc.)
Duties of the Trustee. (a) If an Event of Default has occurred and is continuing with respect to the Convertible Debentures, the Trustee shall exercise 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 his or her own affairs.
(b) Except during the continuance of an Event of Default,Default with respect to the Convertible Debentures:
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trusteeothers; andand 39
(2ii) in the absence of gross negligence or willful misconduct 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 Indenture; but . However, in the case of any such certificates or opinions specifically required which by any provision hereof are specifically required to be provided furnished to itthe Trustee, the Trustee will shall examine the same certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act, act or its own willful misconduct, except that:
(1i) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this SectionSection 6.1;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;Section 5.8.
(4d) no Every provision of this Indenture shall require that in any way relates to the Trustee is subject to expend paragraphs (a), (b), (c) and (e) of this Section 6.1.
(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 in the performance of unless it receives indemnity satisfactory to it against any of its duties hereunderloss, liability 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 or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notesexpense.
(df) Whether or Money held by the Trustee in trust hereunder need not therein expressly so provided, every provision of this Indenture relating be segregated from other funds except to the conduct or affecting the liability of or affording protection to the extent required by law. The Trustee shall be subject to under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the provisions of this SectionCompany.
Appears in 1 contract
Samples: Indenture (McKesson Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,Default of which the Trustee has received written notice:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of received written notice (which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer, any other obligor Issuer or by Holders of at least 25% of the Notes or by any Holderaggregate principal amount of the Notes), the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1i) this paragraph (c(c) shall not be construed to limit the effect of paragraph (a(a) of this SectionSection 6.01;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;facts and
(3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the then Outstanding Notes 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;
(4d) no Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powerspowers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (GMS Inc.)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer, any other obligor of the Notes or by any HolderHolders 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 Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it 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 in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4d) no Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601 and to the provisions of the TIA.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powerspowers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Engility Holdings, Inc.)
Duties of the Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and the other Collateral Documents, 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 his or her own affairs.
(b) Except during the continuance of an Event of Default,:
(1i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Collateral Documents and the Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth to be performed by it in this IndentureIndenture and the Collateral Documents and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of gross negligence or willful misconduct 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 Trustee, and conforming to the requirements of this Indenture; but in Indenture and the case of any such certificates or opinions specifically required by any provision hereof to be provided to itCollateral Documents. The Trustee, the Trustee will however, shall examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge ofCollateral Documents, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an eventif any.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(1i) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this SectionSECTION 7.01;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the NotesSECTION 6.05.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this SECTION 7.01.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any financial liability if the Trustee reasonably believes that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee shall be subject under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the provisions Trustee reasonable security and indemnity satisfactory to it against any loss, liability or expense.
(f) Neither the Trustee nor any Paying Agent shall be liable for interest on any money received by it except as the Trustee or such Paying Agent may agree in writing with the Issuer. Money held in trust by the Trustee or a Paying Agent need not be segregated from other funds except to the extent required by law.
(g) Each of this Sectionthe Trustee and the Collateral Agent, in their respective capacities as such, shall not be liable for actions or failures to act with respect to the obligations of the other under any of the Operative Documents.
Appears in 1 contract
Samples: Indenture (Jamboree LLC)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which with respect to the Notes known to a Responsible Trust Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holderoccurred and is continuing, 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 his or her own affairs.
(b) Except during the continuance of an Event of Default known to the Trustee:
(1) The duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) 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 Indenture. The 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 Indenture (but shall not be deemed to have knowledge of, or be required to act (including confirm or investigate the sending accuracy of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event mathematical calculations or has obtained actual knowledge of such an eventother facts stated therein).
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 paragraph (c) shall does not be construed to limit the effect of paragraph (ab) or paragraph (e) of this SectionSection 7.1;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerTrust Officer or any other officer of the Trustee to whom such matter is referred, because of such person's knowledge of and familiarity with the particular subject, unless it shall be is proved 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 it takes or omitted omits to be taken by it take in good faith in accordance with the a direction received by it pursuant to Section 6.5.
(d) Whether or not therein expressly so provided, every provision of the Holders of a majority this Indenture that is in aggregate principal amount of the Outstanding Notes relating any way related to the timeTrustee is subject to paragraphs (a), method (b), (c) and place (e) of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;Section 7.1.
(4e) no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powersand powers hereunder, including, without limitation, the provisions of Section 6.5 hereof, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or of liability is not reasonably assured to it;.
(5f) the permissive right of the The Trustee to take any action enumerated in this Indenture shall not be construed liable for interest on or the investment of any money received by it except as a duty; and
(6) under no circumstances shall the Trustee be liable may agree with the Company. Money held in its individual capacity for the obligations evidenced trust by the Notes.
(d) Whether or Trustee need not therein expressly so provided, every provision of this Indenture relating be segregated from other funds except to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Sectionextent required by law.
Appears in 1 contract
Samples: Indenture (Agere Systems Inc)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsor any conclusions therein.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 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 any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph paragraphs (a) or (d) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved 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 in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;.
(4d) no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Liberty Global PLC)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, 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 his or her own affairs. .
(b) Except during the continuance of an Event of Default known to the Trustee:
(1) The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer duties of the Trustee receives written notice shall be determined solely by the express provisions of such an event this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or has obtained actual knowledge obligations shall be read into this Indenture against the Trustee; and
(2) In the absence of such an eventbad 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 Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act, act or its own willful wilful misconduct, except that:
(1) this This paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the NotesSection 6.05.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this SectionSection 7.01.
(e) 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.
(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 need not be segregated from other funds except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Amkor Technology Inc)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer, any other obligor of the Notes or by any HolderHolders 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 Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it 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 in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4d) no Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powerspowers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which actually known to a Responsible Trust Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holderoccurred and is continuing, 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 his or her own affairs. .
(b) Except during the continuance of an Event of Default known to the Trustee:
(1) The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer duties of the Trustee receives written notice shall be determined solely by the express provisions of such an event this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or has obtained actual knowledge obligations shall be read into this Indenture against the Trustee; and
(2) In the absence of such an eventbad 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 Indenture. However, 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 form required by this Indenture.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 This paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the NotesSection 6.05.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this SectionSection 7.01.
(e) 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.
(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 need not be segregated from other funds except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Nortel Networks Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, 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 Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. .
(b) The Mexican Trustee shall not be deemed to have knowledge of, or be required to act (including i) confirm that the sending of any notice) based on, any event unless a Responsible Officer proceeds from the offering and sale of the Trustee receives written notice Notes are used to fund the purchase of the capped called transactions described in the Offering Memorandum and for general corporate purposes, (ii) cause the registration of a certified copy of the public instrument containing the notarization of a Spanish version of this Indenture with the Public Registry of Commerce and obtain the registration thereof in the event that the Issuer fails to comply with its obligation to register such an event or has obtained actual knowledge public instrument as set forth in Section 4.02(e)(i), and (iii) exercise all rights and comply with all obligations set forth in the LGTOC, including those set forth in Article 217 (Section I, V, VII and VIII) of such an eventthe LGTOC.
(c) No provision Except during the continuance of an Event of Default known to the 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 that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be construed to relieve read into this 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 any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts purported to be stated therein).
(d) 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:
(1i) this This paragraph (c) shall does not be construed to limit the effect of paragraph (ac) of this Section;
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerTrust Officer of the Trustee, unless it shall be 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 taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;Section 6.05.
(4e) no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powersand powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(df) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee is subject to paragraphs (c), (d), and (e) of this Section 7.01.
(g) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Issuer. Money held in trust by the Trustee need not be segregated from other funds or assets except to the extent required by law.
(h) The Trustee shall be subject under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the provisions of this SectionTrustee reasonable security or indemnity against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (Cemex Sab De Cv)
Duties of the Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.
(b) Except during the continuance of an Event of Default,Default actually known to a Responsible Officer:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, Indenture and its other Related Documents and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of gross negligence or willful misconduct 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 Indenture; but provided, however, in the case of any such certificates or opinions specifically required that by any provision hereof are specifically required to be provided furnished to itthe Trustee, the Trustee will shall examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an eventTrustee's other Related Documents.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act, act or its own willful wilful misconduct, except that:
(1i) this paragraph clause (c) shall does not be construed to limit the effect of paragraph clause (ab) of this Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4iv) the Trustee shall not be charged with knowledge of an Event of Default or Servicer Termination Event unless a Responsible Officer obtains actual knowledge of such event or the Trustee receives written notice of such event from Paragon, the Servicer or Holders owning Notes aggregating not less than 10% of the Note Balance; and
(v) the Trustee shall have no duty to monitor the performance of the Issuer, the Seller, Paragon or the Servicer, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuer, the Seller, Paragon or the Servicer. The Trustee shall have no liability in connection with compliance of the Issuer, the Seller, Paragon or the Servicer with statutory or regulatory requirements related to the Receivables. The Trustee shall not make or be deemed to have made any representations or warranties with respect to the Receivables or the validity or sufficiency of any pledge or assignment of the Receivables to the Trustee.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b), (c) and (g).
(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.
(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement.
(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any or be subjected to financial liability in the performance of any of its duties hereunder, hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing to believe that repayment repayments of such funds or adequate indemnity reasonably satisfactory to it against any loss, liability or security against such risk or liability expense is not reasonably assured to it;.
(5h) Every provision of this Indenture relating to the permissive right conduct or affecting the liability of or affording protection to the Trustee shall be subject to this Section 6.1.
(i) The Trustee shall, upon two Business Day's prior notice to the Trustee, permit any representative of the Issuer, during the Trustee's normal business hours, to examine all books of account and official records required to be maintained in accordance with this Agreement of the Trustee relating to take any action enumerated the Notes, to make copies and extracts therefrom and to discuss the Trustee's affairs and actions, as such affairs and actions relate to the Trustee's duties with respect to the Notes, with the Trustee's officers and employees responsible for carrying out the Trustee's duties with respect to the Notes. All expenses incurred by the Trustee in this Indenture connection with such examination shall not be construed as a duty; andborne by the Issuer.
(6j) under In no circumstances event shall the Trustee be liable required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer, or any other party, under the Sale and Servicing Agreement except that [Norwest Bank Minnesota, National Association] solely in its individual capacity as Backup Servicer, shall perform and be responsible for such obligations during such time, if any, as the obligations evidenced by Backup Servicer shall be the Notessuccessor to, and be vested with the rights, powers, duties and privileges of the Servicer in accordance with the terms of the Sale and Servicing Agreement.
(dl) Whether Without limiting the generality of this Section 6.1, the Trustee, in its capacity as Trustee, shall have no duty, unless specifically set forth in this Indenture or not the Related Documents, (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement evidencing a security interest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust Estate, (iii) to confirm or verify the contents of any reports or certificates delivered to the Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties, or (iv) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuer's, the Seller's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer.
(m) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, or to institute, conduct or defend any litigation under this Agreement or in relation to this Indenture, at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein expressly so provided, every or thereby.
(n) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 6.1 and to the provisions of the TIA.
Appears in 1 contract
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which known to a Responsible Trust Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holderoccurred and is continuing, 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 his or her own affairs. The Trustee shall not be deemed .
(b) Except during the continuance of an Event of Default known to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Trust Officer of the Trustee:
(i) The duties of the Trustee receives written notice shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this 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 any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such an event certificates or has obtained actual knowledge 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 same to determine whether or not they conform to the requirements of such an eventthis Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability for its own grossly negligent action, its own grossly negligent failure to act, act or its own willful misconduct, except that:
(1i) this This paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be 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 taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the NotesSection 6.05.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this SectionSection 7.01.
(e) 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.
(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 need not be segregated from other funds except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Western Wireless Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence 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 to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing or the Company has failed to make a payment in respect of which the Special Mandatory Redemption of which, in each case, a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default or failure to make such payment shall have been given to the Trustee by the IssuerCompany, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;; and
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Kaiser Aluminum Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,Default of which a Responsible Officer of the Trustee has Actual Knowledge:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required which by any provision hereof are specifically required to be provided furnished to itthe Trustee, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not to verify the contents thereof including, but not limited to, confirm or investigate the accuracy of mathematical calculationscalculations or other facts stated therein).
(b) If In case an Event of Default actually known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(1i) this paragraph (c) subsection shall not be construed to limit the effect of paragraph (a) of this SectionSection 8.1(a);
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Required Holders of a majority in aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trusteeunder, or exercising any trust believed by it to be authorized or power conferred upon the Trusteepermitted by, under this Indenture;, and shall not be liable for accepting, or acting upon, any decision made by the holders in accordance herewith; and
(4iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or and/or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 8.1.
Appears in 1 contract
Samples: Indenture (Auna S.A.)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,Reserved.
(1b) the The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, Agreement and shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Indenture Agreement against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall The Trustee and its directors, officers, employees and agents may not be construed to relieve the Trustee protected from liability for its own grossly negligent actionwhich would otherwise be imposed by reason of willful misfeasance, its own grossly negligent failure to act, bad faith or its own willful misconductgross negligence in the performance of their respective duties or by reason of reckless disregard of obligations and duties under this Agreement, except that:
(1i) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;; and
(2ii) the Trustee shall not be liable for any error of judgment made action taken, or not taken, by the Trustee in good faith by a Responsible Officer, unless it pursuant to this Agreement or for errors in judgment.
(d) Every provision of this Agreement shall be proved that subject to the Trustee was grossly negligent in ascertaining the pertinent facts;provisions of this Section and Section 8.02.
(3e) the The Trustee shall not be liable with respect to for indebtedness evidenced by or arising under this Agreement, including principal of or interest on the Q-REMIC Interests, or interest on any action taken or omitted to be taken money received by it except as the Trustee may agree in good faith writing.
(f) Money held in accordance with trust by the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating Trustee need not be segregated from other funds except to the time, method and place extent required by law or the terms of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;Agreement.
(4g) no No provision of this Indenture Agreement shall require the Trustee to expend expend, advance or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing to believe that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;.
(5h) The Trustee, or the permissive right of the Trustee to take any action enumerated in this Indenture Administrator on its behalf, may, but shall not be construed as a duty; and
(6) under no circumstances shall obligated to, undertake any legal action that it deems necessary or desirable in the Trustee interest of Holders. The Trustee, or the Administrator on its behalf, may be liable in its individual capacity reimbursed for the obligations evidenced by legal expenses and costs of such action from the Notesassets of the related Trust Fund.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes and the Notes Collateral Agent undertake to perform such respective duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee or the Notes Collateral Agent; and
(2) 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, including the accuracy of any mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer, any other obligor of the Notes or by any HolderHolders 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 Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this SectionSection 6.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Notes Collateral Agent, or exercising any trust or power conferred upon the TrusteeTrustee or the Notes Collateral Agent, under this Indenture;; and
(4) no No provision of this Indenture shall require the Trustee or the Notes Collateral Agent 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 powerspowers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 6.01.
Appears in 1 contract
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 106 of such Event of Default shall have been given to the Trustee by the IssuerIssuers, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Ellington Financial Inc.)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 106 of such Event of Default or failure to make such payment shall have been given to the Trustee by the IssuerCompany, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (HomeStreet, Inc.)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer, any other obligor of the Notes or by any HolderHolders 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 Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it 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 in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4d) no Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601 and to the provisions of the TIA.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powerspowers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (BWX Technologies, Inc.)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which known to a Responsible Trust Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holderoccurred and is continuing, 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 his or her own affairs. The Trustee shall not be deemed .
(b) Except during the continuance of an Event of Default known to have knowledge of, or be required to act the Trustee:
(including 1) the sending of any notice) based on, any event unless a Responsible Officer duties of the Trustee receives written notice shall be determined solely by the express provisions of such an event this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or has obtained actual knowledge obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of such an eventbad 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 Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this SectionSection 7.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved 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 it takes or omitted omits to be taken by it take in good faith in accordance with the a written direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the NotesSection 6.05.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this SectionSection 7.01.
(e) 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.
(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 need not be segregated from other funds except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Vion Pharmaceuticals Inc)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, 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 Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. .
(b) The Mexican Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any noticei) based on, any event unless a Responsible Officer comply with article 215 of the Trustee receives written notice LGTOC, (ii) cause the registration of a certified copy of the public instrument containing the notarization of a Spanish version of this Indenture with the Public Registry of Commerce and obtain the registration thereof in the event that the Issuer fails to comply with its obligation to register such an event or has obtained actual knowledge public instrument as set forth in Section 4.02(d)(i) hereof, and (iii) exercise all rights and comply with all obligations set forth in the LGTOC, including those set forth in Article 217 (Sections I, V, VII and VIII) of such an eventthe LGTOC.
(c) No provision Except during the continuance of an Event of Default known to the 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 that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be construed to relieve read into this 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 any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts purported to be stated therein).
(d) 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:
(1i) this This paragraph (c) shall does not be construed to limit the effect of paragraph (ac) of this SectionSection 7.01;
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerTrust Officer of the Trustee, unless it shall be 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 taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;Section 6.05 hereof.
(4e) no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powersand powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(df) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee is subject to paragraphs (c), (d), and (e) of this Section 7.01.
(g) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Issuer. Money held in trust by the Trustee need not be segregated from other funds or assets except to the extent required by law.
(h) The Trustee shall be subject under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the provisions of this SectionTrustee reasonable security or indemnity against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (Cemex Sab De Cv)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence 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 to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof thereof.
(b) Subject to the protections of Article Six and Article Fifteen hereof (including, but not limited to, the accuracy provision of mathematical calculations.
(b) If indemnity or security as set forth in Section 603(5)), if an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee or the Collateral Agent, as applicable, has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default or failure to make such payment shall have been given to the Trustee and the Collateral Agent, as applicable, by the IssuerCompany, any other obligor of the Notes or by any Holder, the Trustee or the Collateral Agent, as applicable, shall exercise such of the rights and powers vested in it by this Indenture Indenture, and the Trustee shall use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the requisite Holders of a majority or Secured Parties as set forth in aggregate principal amount of this Indenture or the Outstanding Notes 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 Indentureapplicable Security Document;
(4) the Trustee will be under no obligation to exercise any of its rights and powers under this Indenture or the Security Documents unless the Trustee has been offered security or indemnity reasonably satisfactory to it against any loss, liability or exposure; and
(5) no provision of this Indenture or the Security Documents shall be deemed to 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 or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture and the Security Documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 6.01 and Section 6.03.
Appears in 1 contract
Samples: Indenture (Aleris Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of DefaultDefault actually known to a Responsible Officer of the Trustee,
(1) the Trustee undertakes and the Notes Collateral Agent undertake to perform such respective duties and only such duties as are specifically set forth in this IndentureIndenture and the Security Documents, as applicable, and no implied covenants or obligations shall be read into this Indenture or the Security Documents, as applicable, against the TrusteeTrustee or the Notes Collateral Agent; and
(2) 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, including the accuracy of any mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer, any other obligor of the Notes or by any HolderRequired Holders, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (cSection 6.01(c) shall not be construed to limit the effect of paragraph (a) of this SectionSection 6.01(a);
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Required Holders of a majority in aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the TrusteeTrustee or the Notes Collateral Agent, or exercising any trust or power conferred upon the TrusteeTrustee or the Notes Collateral Agent, under this Indenture;; and
(4) no provision of this Indenture shall require either the Trustee or the Notes Collateral Agent 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 powerspowers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 6.01.
Appears in 1 contract
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence 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 to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default or failure to make such payment shall have been given to the Trustee by the IssuerCompany, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Kaiser Aluminum Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence 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 to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If In case an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;; and
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Duties of the Trustee. (a) If an Amortization Event has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Base Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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,Amortization Event:
(1i) the The Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this IndentureIndenture and the Master Related Documents to which it is a party and no others, and no implied covenants or obligations shall be read into this Indenture or such Master Related Documents against the Trustee; and
(2ii) in In the absence of gross negligence negligence, 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 to the Trustee and conforming to the requirements of this IndentureIndenture or any applicable Master Related Document; but however, in the case of any such certificates or opinions specifically required which by any provision hereof are specifically required to be provided furnished to itthe Trustee, the Trustee will shall be under a duty to examine the same such certificates or opinions to determine whether or not they conform to the requirements of this Indenture, Indenture or such Master Related Document (but need not to verify the contents thereof including, but not limited to, confirm or investigate the accuracy of mathematical calculations.
(b) If an Event calculations or other facts stated therein). Except as otherwise provided, the delivery of Default has occurred reports, information and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given documents to the Trustee by is for informational purposes only and the IssuerTrustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including HVF II’s compliance with any other obligor of its covenants hereunder or thereunder, as the Notes or by any Holder, case may be (as to which 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 personis entitled to rely exclusively on Officer’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an eventCertificates).
(c) No Subject to Section 7.1(a), no provision of this the Base Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, act or its own willful misconduct, except provided, however, that:
(1i) this paragraph (c) shall This clause does not be construed to limit the effect of paragraph clause (ab) of this Section;Section 7.1.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) facts nor shall the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the direction Base Indenture.
(iii) The Trustee shall not be charged with knowledge of any default by any Person in the performance of its obligations under any Master Related Document, unless a Trust Officer receives written notice of such failure from HVF II, Hertz, any Leasing Company Trustee or any Noteholder or otherwise has actual knowledge thereof.
(iv) Prior to occurrence of an Amortization Event with respect to any Series of Notes, and after curing all such Amortization Events which may have occurred, the duties and obligations of the Holders of a majority in aggregate principal amount Trustee shall be determined solely by the express provisions of the Outstanding Notes relating Base Indenture, the Trustee shall be obligated to perform only such duties and obligations as are specifically set forth in the time, method Base Indenture and place of conducting any proceeding for any remedy available to no implied covenants or obligations shall be read into the Base Indenture against the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;.
(4v) no provision of this Indenture The Trustee shall require the Trustee not be required 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 there is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) , and none of the permissive right of provisions contained in the Base Indenture shall in any event require the Trustee to take any action enumerated in this Indenture shall not perform, or be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity responsible for the manner of performance of, any of the obligations evidenced by of any Person under any of the NotesMaster Related Documents.
(d) In the event that the Paying Agent or the 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 Registrar, as the case may be, under this Base 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.
(e) Subject to Section 7.3, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Master Related Documents.
(f) Whether or not therein expressly so provided, every provision of this Base Indenture relating to the conduct or of, affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 7.1.
(g) Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto and, unless directed by the Required Noteholders of any Series of Notes Outstanding, the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission or any carrier, forwarding agency or other agent or bailee selected by the Trustee with due care in good faith.
(h) The Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or 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, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of HVF II to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Except as otherwise provided herein, the Trustee shall have no duty to inquire as to the performance or observance of any of the terms of this Base Indenture or any other Master Related Document by HVF II or the Collateral Agent.
Appears in 1 contract
Samples: Base Indenture (Hertz Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No Every provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture Agreement relating to the conduct or of, affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionArticle VI. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee. Except as provided in Section 6.02, no provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(a) the Trustee shall not be liable for an error of judgment made in good faith by an Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(b) with respect to any trust or power conferred upon the Trustee under this Agreement, the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Majority Beneficiaries (including, without limitation, any deemed direction pursuant to Section 3.04 of this Agreement) or such other percentage as may be specified herein;
(c) any determination of negligence or willful misconduct of the Trustee shall be made only upon the rendering of a final judgment of a court of competent jurisdiction no longer subject to appeal or review; and
(d) the Trustee shall be deemed to be acting solely in its capacity as Trustee in connection with the administration of the QSF Trust and not in its individual capacity, and as such, shall not be individually responsible for the payment of any obligations or liabilities of the QSF Trust, including, without limitation, liabilities of the QSF Trust for the payment of taxes.
Appears in 1 contract
Samples: Trust Agreement
Duties of the Trustee. (a) If an Amortization Event has occurred and is continuing and a Trust Officer of the Trustee has received written notice thereof or has actual knowledge and, in the case of an Amortization Event described in Section 8.1(ii), written confirmation thereof (which confirmation the Trustee shall use its best efforts to obtain as soon as practicable upon written request by any Noteholder), 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 man would exercise or use under the circumstances in the conduct of his 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 or obtained actual knowledge; 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 Amortization Event of Default,which the Trustee has actual knowledge:
(1i) the The Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this IndentureIndenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in In the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it. However, the Trustee will shall examine the same certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 paragraph (c) shall This clause does not be construed to limit the effect of paragraph clause (ab) of this Section;Section 9.1.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;.
(3iii) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with a direction received by it pursuant to Section 8.6.
(iv) The Trustee shall not be charged with knowledge of any default by the direction Servicer in the performance of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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, its obligations under this Indenture;, the Lease or the Master Collateral Agency Agreement unless a Trust Officer has actual knowledge thereof.
(4d) Notwithstanding anything to the contrary contained in this Indenture or any of the Related Documents, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability if there is reasonable ground (as determined by the Trustee 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 sole discretion) for believing that the repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) it by the permissive security afforded to it by the terms of this Indenture. The Trustee may refuse to perform any duty or exercise any right of the or power unless it receives indemnity satisfactory to it against any loss, liability or expense. The Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall required to perform the Trustee obligations of, to monitor or to be liable in its individual capacity responsible for the obligations evidenced by manner of performance of the Notes.
(d) Whether or not therein expressly so provided, every provision of Servicer under this Indenture relating to the conduct or affecting the liability of or affording protection to 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 Related Document, in which case it shall not incur any liability for acts or omissions of the prior Servicer.
(e) In the event that the Paying Agent or Registrar is other than the Trustee, and the Paying Agent or 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 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 in each case, subject to the provisions Trustee's prior receipt of this Sectionall information, documents and funds, if any, necessary to perform such function, undertake such obligation, duty or agreement in the manner so required.
(f) Subject to Section 9.3, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee may allow and credit to Thrifty Finance interest agreed upon by Thrifty Finance and the Trustee from time to time as may be permitted by law.
Appears in 1 contract
Samples: Base Indenture (Dollar Thrifty Automotive Group Inc)
Duties of the Trustee. (a) Except during In the continuance event an Event of Default has occurred and is continuing, 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.
(a) Prior to the occurrence of an Event of Default,Default and after the curing or waiving of all Events of Default that may have occurred:
(1i) the duties and obligations of the Trustee undertakes to perform shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth in this Indenture, Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of gross negligence or and willful misconduct on its partthe part of the Trustee, 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 to the Trustee and conforming to the requirements of this Indenture; but but, in the case of any such certificates or opinions that by any provisions hereof are specifically required by any provision hereof to be provided furnished to itthe Trustee, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not to verify the contents thereof including, but not limited to, confirm or investigate the accuracy of any mathematical calculationscalculations or other facts stated therein).
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee 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 paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2i) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer or Officers of the Trustee, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3ii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Notes at the time outstanding determined as provided in Section 8.04 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;; and
(4iii) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(dc) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of of, or affording protection to to, the Trustee shall be subject to the provisions of this SectionSection and Section 7.02.
Appears in 1 contract
Samples: Indenture (Avalara, Inc.)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, 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 Person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs. .
(b) Except during the continuance of an Event of Default known to the Trustee:
(1) The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer duties of the Trustee receives written notice shall be determined solely by the express provisions of such an event this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or has obtained actual knowledge obligations shall be read into this Indenture against the Trustee; and
(2) In the absence of such an eventbad 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 Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 This paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the NotesSection 6.05.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that is in any way related to the Trustee shall be is subject to paragraphs (a), (b) and (c) of this Section 7.01 and to the provisions of the TIA.
(e) No provision of this SectionIndenture 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.
(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 need not be segregated from other funds except to the extent required by law.
Appears in 1 contract
Samples: Indenture (Amkor Technology Inc)
Duties of the Trustee. (a) Except during the continuance of a Default or an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but not to verify the contents thereof including, but not limited to, or confirm or investigate the accuracy of mathematical calculations) thereof.
(b) If In case a Default or an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Default or Event of Default shall have been given to the Trustee by the IssuerCompany, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;; and
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Duties of the Trustee. (a) Except during the continuance of a Default or an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, Indenture (but not to verify the contents thereof including, but not limited to, or confirm or investigate the accuracy of mathematical calculations) thereof.
(b) If In case a Default or an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Default or Event of Default shall have been given to the Trustee by the IssuerIssuers, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;; and
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (TRAC Intermodal LLC)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence 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 to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsor any conclusions therein.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 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 any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph paragraphs (a) or (d) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;.
(4d) no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Telesat Canada)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence 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 to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof thereof.
(b) Subject to the protections of Article Six and Article Fifteen hereof (including, but not limited to, the accuracy provision of mathematical calculations.
(b) If indemnity or security as set forth in Section 603(5)), if an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default or failure to make such payment shall have been given to the Trustee and the Collateral Agent, as applicable, by the IssuerCompany, any other obligor of the Notes or by any Holder, the Trustee or the Collateral Agent, as applicable, shall exercise such of the rights and powers vested in it by this Indenture Indenture, and the Trustee shall use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the requisite Holders of a majority or Secured Parties as set forth in aggregate principal amount of this Indenture or the Outstanding Notes 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 Indentureapplicable Security Document;
(4) the Trustee will be under no obligation to exercise any of its rights and powers under this Indenture or the Security Documents unless the Trustee has been offered security or indemnity reasonably satisfactory to it against any loss, liability or exposure; and
(5) no provision of this Indenture or the Security Documents shall be deemed to 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 or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture and the Security Documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01 and Section.
Appears in 1 contract
Samples: Indenture (Aleris Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If an Event of Default has occurred and is continuing in respect of which a Responsible Officer of the Trustee has actual knowledge or of which received written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the IssuerIssuers, any other obligor of the Notes or by any HolderHolders 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 Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officerfaith, unless it shall be proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(32) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture, if it shall have grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Indenture (Garrett Motion Inc.)
Duties of the Trustee. (a) If an Event of Default has occurred and is continuing, 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.
(b) Except during the continuance of an Event of Default,:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this IndentureIndenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of gross negligence or willful misconduct 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 Indenture; but in . However, the case of any such Trustee shall be under a duty to examine the certificates or and opinions specifically required by any provision hereof to be provided furnished to it, the Trustee will examine the same it to determine whether or not they conform to the requirements of this Indenture, Indenture (but need not to verify the contents thereof including, but not limited to, confirm or investigate the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge calculations or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes facts or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an eventconclusions stated therein).
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 paragraph (c) shall does not be construed to limit the effect of paragraph paragraphs (ab) or (e) of this SectionSECTION 7.1;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officeran officer of the Trustee, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the NotesSECTION 6.5 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this SECTION 7.1.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be subject under no obligation to exercise any of its rights and powers under this Indenture or the Security Documents at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or 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 Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust pursuant to Article VIII.
(g) The Trustee shall not be charged with knowledge of any Event of Default unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been received by a Responsible Officer in accordance with the provisions of this SectionIndenture.
Appears in 1 contract
Samples: Indenture (Triumph Group Inc)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 106 of such Event of Default or failure to make such payment shall have been given to the Trustee by the IssuerIssuers, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Ellington Financial LLC)
Duties of the Trustee. (a) If an Amortization Event has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Base Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 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,Amortization Event:
(1i) the The Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this IndentureIndenture and the Master Related Documents to which it is a party and no others, and no implied covenants or obligations shall be read into this Indenture or such Master Related Documents against the Trustee; and
(2ii) in In the absence of gross negligence negligence, 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 to the Trustee and conforming to the requirements of this IndentureIndenture or any applicable Master Related Document; but however, in the case of any such certificates or opinions specifically required which by any provision hereof are specifically required to be provided furnished to itthe Trustee, the Trustee will shall be under a duty to examine the same such certificates or opinions to determine whether or not they conform to the requirements of this Indenture, Indenture or such Master Related Document (but need not to verify the contents thereof including, but not limited to, confirm or investigate the accuracy of mathematical calculations.
(b) If an Event calculations or other facts stated therein). Except as otherwise provided, the delivery of Default has occurred reports, information and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given documents to the Trustee by is for informational purposes only and the IssuerTrustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including HVF II’s compliance with any other obligor of its covenants hereunder or thereunder, as the Notes or by any Holder, case may be (as to which 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 personis entitled to rely exclusively on Officer’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an eventCertificates).
(c) No Subject to Section 7.1(a), no provision of this the Base Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, act or its own willful misconduct, except provided, however, that:
(1i) this paragraph (c) shall This clause does not be construed to limit the effect of paragraph clause (ab) of this Section;Section 7.1.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) facts nor shall the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the direction Base Indenture.
(iii) The Trustee shall not be charged with knowledge of any default by any Person in the performance of its obligations under any Master Related Document, unless a Trust Officer receives written notice of such failure from HVF II, Hertz, any Leasing Company Trustee or any Noteholder or otherwise has actual knowledge thereof.
(iv) Prior to occurrence of an Amortization Event with respect to any Series of Notes, and after curing all such Amortization Events which may have occurred, the duties and obligations of the Holders of a majority in aggregate principal amount Trustee shall be determined solely by the express provisions of the Outstanding Notes relating Base Indenture, the Trustee shall be obligated to perform only such duties and obligations as are specifically set forth in the time, method Base Indenture and place of conducting any proceeding for any remedy available to no implied covenants or obligations shall be read into the Base Indenture against the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;.
(4v) no provision of this Indenture The Trustee shall require the Trustee not be required 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 there is reasonable grounds ground for believing that the repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) , and none of the permissive right of provisions contained in the Base Indenture shall in any event require the Trustee to take any action enumerated in this Indenture shall not perform, or be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity responsible for the manner of performance of, any of the obligations evidenced by of any Person under any of the NotesMaster Related Documents.
(d) In the event that the Paying Agent or the 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 Registrar, as the case may be, under this Base 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.
(e) Subject to Section 7.3, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Master Related Documents.
(f) Whether or not therein expressly so provided, every provision of this Base Indenture relating to the conduct or of, affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 7.1.
(g) Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto and, unless directed by the Required Noteholders of any Series of Notes Outstanding, the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any securities interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission or any carrier, forwarding agency or other agent or bailee selected by the Trustee with due care in good faith.
(h) The Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or 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, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of HVF II to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Except as otherwise provided herein, the Trustee shall have no duty to inquire as to the performance or observance of any of the terms of this Base Indenture or any other Master Related Document by HVF II or the Collateral Agent.
Appears in 1 contract
Duties of the Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and the Security Documents, 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.
(b) Except during the continuance of an Event of Default,:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Agreement or any Security Document and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this IndentureAgreement and the Security Documents and no others, and no implied covenants or obligations shall be read into this Indenture Agreement or any Security Document against the Trustee; and
(2ii) in the absence of gross negligence or willful misconduct 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 Indenture; but in Agreement and the case of any such certificates or opinions specifically required by any provision hereof to be provided to itSecurity Documents. However, the Trustee will shall examine the same certificates and opinions to determine whether or not they conform to the requirements of this IndentureAgreement and the Security Documents, but need not to verify the contents thereof including, but not limited to, confirm or investigate the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge calculations or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holder, 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. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an eventfacts stated therein.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:
(1i) this paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this SectionSection 7.01;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3iii) the Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating received by it pursuant 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;Section 6.05 hereof.
(4d) no No provision of this Indenture Agreement or any Security Document 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 liability. The Trustee shall be under no obligation to exercise of any of its rights and powers under this Agreement or powersany Security Document at the request or direction of any Holders, if it unless such Holder shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured offered to it;
(5) the permissive right of the Trustee security and/or indemnity satisfactory to take any action enumerated it against the cost, loss, liability or expense that might be incurred by it in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notescompliance with such request or direction.
(de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection Agreement that in any way relates to the Trustee shall be is subject to Sections 7.01(a), (b), (c) and (d).
(f) The Trustee shall not be liable for interest on any money received by it except as the provisions 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 Holder of this SectionNotes, 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.
Appears in 1 contract
Samples: Indenture (Amerco /Nv/)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsor any conclusions therein.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge (in the case of an Event of Default under clause (1) or (2) of Section 501 hereof) or (in the case of any other Event of Default) of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to a Responsible Officer of the Trustee by the IssuerCompany, any other obligor of the Notes or by any Holder, the Trustee shall shall, in the exercise such of the rights and powers vested in it by this Indenture and its power, use the same degree of care and skill in their exercise as of a prudent person would exercise or use under the circumstances in the conduct of such person’s his own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph paragraphs (a) or (d) of this SectionSection 601;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;.
(4d) no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(de) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this SectionSection 601.
Appears in 1 contract
Samples: Indenture (NMI Holdings, Inc.)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default known to the Trustee has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the Issuer, any other obligor of the Notes or by any Holdercontinuing, 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 his or her own affairs. .
(b) Except during the continuance of an Event of Default known to the Trustee:
(1) The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer duties of the Trustee receives written notice shall be determined solely by the express provisions of such an event this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or has obtained actual knowledge obligations shall be read into this Indenture against the Trustee; and
(2) In the absence of such an eventbad 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 Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture.
(c) No provision of this Indenture shall The Trustee may not be construed to relieve the Trustee 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 This paragraph (c) shall does not be construed to limit the effect of paragraph (ab) of this Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it shall be is proved that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3) the The Trustee shall not be liable with respect to any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the a direction received by it pursuant to Section 6.5.
(d) whether or not therein expressly so provided, every provision of the Holders of a majority this Indenture that is in aggregate principal amount of the Outstanding Notes relating any way related to the timeTrustee is subject to paragraphs (a), method (b) and place (c) of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;Section 7.1.
(4e) no No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;and powers hereunder.
(5f) the permissive right of the The Trustee to take any action enumerated in this Indenture shall not be construed liable for interest on any money received by it except as a duty; and
(6) under no circumstances shall the Trustee be liable may agree with the Company. Money held in its individual capacity for the obligations evidenced trust by the Notes.
(d) Whether or Trustee need not therein expressly so provided, every provision of this Indenture relating be segregated from other funds except to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Sectionextent required by law.
Appears in 1 contract
Samples: Indenture (Leasing Solutions Inc)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of any mathematical calculationscalculations or other facts stated therein.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee a Responsible Officer by the Issuer, any other obligor of the Notes or by any HolderHolders 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 Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer or Agent, unless it shall be proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts;; and
(3iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers vested in it by this Indenture.
Appears in 1 contract
Samples: Indenture (On Semiconductor Corp)
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross negligence or willful misconduct 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 Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculations.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 106 of such Event of Default shall have been given to the Trustee by the IssuerCompany, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Duties of the Trustee. (a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of gross 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 or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee will shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, but not limited to, the accuracy of mathematical calculationsthereof.
(b) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice in accordance with Section 1.6 of such Event of Default shall have been given to the Trustee by the IssuerCompany, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs. The Trustee shall not be deemed to have knowledge of, or be required to act (including the sending of any notice) based on, any event unless a Responsible Officer of the Trustee receives written notice of such an event or has obtained actual knowledge of such an event.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that
(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes 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;; and
(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it;
(5) the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty; and
(6) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Affinia Group Intermediate Holdings Inc.)
