Duties of Trustee and Collateral Agent. (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:
(i) 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
(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form requirements of this Indenture.
(c) Neither the Trustee nor the Collateral Agent may be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;
(ii) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee or Collateral Agent was negligent in ascertaining the pertinent facts;
(iii) neither the Trustee nor the Collateral Agent shall be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and
(iv) no provision of this Indenture shall require the Trustee or the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
(e) Neither the Trustee nor the Collateral Agent shall be liable for interest on any money received by it except as the Trustee or Collateral Agent may agree in writing with the Issuers.
(f) Money held in trust by the Trustee or Collateral Agent need not be segregated fro...
Duties of Trustee and Collateral Agent. (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, the Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, as the case may be, 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; provided that, subject to the provisions of this Indenture relating to the duties of the Trustee and the Collateral Agent if an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or the Pulitzer Pari Intercreditor Agreement at the request or direction of any of the Holders unless such Holders have offered the Trustee or the Collateral Agent indemnity or security reasonably satisfactory to the Trustee against loss, liability or expense.
(b) Except during the continuance of an Event of Default:
(i) the Trustee or the Collateral Agent undertake to perform such duties and only such duties as are specifically set forth in this Indenture, the Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and no implied covenants or obligations shall be read into this Indenture, any Collateral Document, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or the Pulitzer Pari Intercreditor Agreement against the Trustee or the Collateral Agent; and
(ii) in the absence of negligence, willful misconduct or bad faith on its part, the Trustee or Collateral Agent 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 or Collateral Agent under this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or th...
Duties of Trustee and Collateral Agent. 69 Section 7.02. Rights of Trustee and Collateral Agent......................................................70 Section 7.03. Individual Rights of Trustee and Collateral Agent...........................................71 Section 7.04. Trustee's and Collateral Agent's Disclaimer.................................................71 Section 7.05.
Duties of Trustee and Collateral Agent. If an Event of Default has occurred and is continuing of which the Trustee has received written notice, the Trustee shall exercise such of the rights and powers vested in it by this Indenture 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.
Duties of Trustee and Collateral Agent. The powers conferred upon the Trustee and the Collateral Agent by this Article XV are solely to protect its interest and the interest of the Holders in the Collateral and shall not impose any duty upon the Trustee and the Collateral Agent to exercise any such powers except as expressly provided in this Indenture or in the Security Documents. The Trustee and the Collateral Agent shall be under no duty to the Company whatsoever to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Collateral, to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture or in the Security Documents. Neither the Trustee nor the Collateral Agent shall be liable to the Company, except for their negligence or wilful misconduct, for failure to collect or realize upon any and all of the Collateral, or for any delay in so doing nor shall the 94 103 Trustee and the Collateral Agent be under any duty to the Company to take any action whatsoever with regard thereto. The Trustee and the Collateral Agent shall have no duty to the Company to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the Trustee's and Collateral Agent's rights in or to, any of the Collateral. --------------------
