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 from other funds except to the extent required by law. (g) 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 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA.
Appears in 2 contracts
Samples: Indenture (Gates Global Inc.), Indenture (Gates Engineering & Services FZCO)
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuingcontinuing of which the Trustee has actual knowledge, the Trustee shall shall, at the direction of the Holders of a majority in aggregate principal amount of the Notes, 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 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 of which the Trustee has actual knowledge: (i) the Trustee undertakes and Collateral Agent undertake to perform such duties and only such duties as are specifically set forth in this Indenture or any other Indenture Document to which either or both are a party and no others and no implied covenants or obligations shall be read into this Indenture or any other Indenture Document against the TrusteeTrustee and Collateral Agent; and
and (ii) in the absence of bad faith on its parttheir respective parts, the Trustee and Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed herein or therein, upon certificates or opinions furnished to the Trustee or Collateral Agent, respectively, and conforming to the requirements of this IndentureIndenture or any other Indenture Documents. However, in In the case of any such certificates or opinions required which by any provision provisions hereof or thereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, the Trustee and Collateral Agent, respectively, shall examine the certificates and opinions same to determine whether or not they conform to the form requirements of this IndentureIndenture or such other Indenture Document (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the The Trustee nor the or Collateral Agent may shall not 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 7.017.1;
(ii) neither the Trustee nor the or Collateral Agent shall not be liable for any error of judgment made in good faith by a Trust Officer the Trustee unless it is proved that the Trustee or Collateral Agent was negligent in ascertaining the pertinent facts;; and
(iii) neither the Trustee nor the Collateral Agent shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and
(iv) no provision of this Indenture shall require the Trustee Sections 6.2, 6.5 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 powers7.1(a).
(d) Every provision of this Indenture that in any way relates to the The Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
(e) Neither the Trustee nor the or Collateral Agent shall not be liable for interest on any money received by it the Trustee of the Collateral Agent, as the case may be, under this Indenture or any other Indenture Document except as the Trustee or Collateral Agent may agree in writing with the Issuers.
(f) Money Issuer or any Guarantor. Funds held in trust by the Trustee or Collateral Agent need not be segregated from other funds except to the extent required by law.
(e) No provision of this Indenture or any other Indenture Document shall require the Trustee or the Collateral Agent to expend or risk its own respective funds or otherwise incur financial liability in the performance of any of the duties of the Trustee or the Collateral Agent hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(f) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee or Collateral Agent be liable under or in connection with this Indenture or any other Indenture Document for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee or the Collateral Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
(g) Every provision of this Indenture or any other Indenture Document relating to the conduct or affecting the liability of or affording protection to the Trustee and Collateral Agent shall be subject to the provisions of this Section 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA7.1.
Appears in 2 contracts
Samples: Indenture (FTS International, Inc.), Indenture (FTS International, Inc.)
Duties of Trustee and Collateral Agent. (a) The Trustee and the Collateral Agent, prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the Deed of Trust. If an Event of Default has occurred and is continuing, the Trustee and the Collateral Agent shall exercise the rights and powers vested in it by this Indenture and the Deed of Trust 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 's own affairs.
(b) Except during the continuance of an Event of Default:
(i1) the Trustee undertakes to and the Collateral Agent need perform such only those duties and only such duties as that are specifically set forth in this Indenture and the Deed of Trust and no implied covenants or obligations shall be read into implied in this Indenture or the Deed of Trust against the TrusteeTrustee or the Collateral Agent; and
(ii2) in the absence of bad faith on its part, the Trustee and the 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 the Collateral Agent and conforming to the requirements of this Indenture. HoweverIndenture and the Deed of Trust; provided, in the case of certificates or opinions required by any provision hereof to be provided to ithowever, that the Trustee and the Collateral Agent shall examine the certificates and opinions to determine whether or not they conform to the form requirements of this IndentureIndenture and the Deed of Trust.
(c) Neither the The Trustee nor and the Collateral Agent may not be relieved from liability for its their own negligent action, its their own negligent failure to act or its their own willful misconduct, except that:
(i1) this paragraph does not limit the effect of paragraph (b) of this Section 7.019.1;
(ii2) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;; and
(iii3) 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; and7.13.
(ivd) no Every provision of this Indenture and the Deed of Trust that in any way relates to the Trustee or the Collateral Agent is subject to paragraphs (a), (b) and (c) of this Section 9.1.
(e) Money held in trust by the Trustee need not be segregated from other funds except (i) to the extent provided by Article 5 of this Indenture and (ii) to the extent required by law.
(f) No provision of this Indenture or the Deed of Trust 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 thereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(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 from other funds except to the extent required by law.
(g) 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 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA.
Appears in 2 contracts
Samples: Indenture (Maxxam Inc), Indenture (Maxxam Inc)
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee shall shall, in the exercise the of its rights and powers vested in it by under this Indenture and Indenture, use the same degree of care and skill in their its exercise of such rights and powers as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs, subject to the provisions of clause (h) below.
(b) Except The Trustee, except during the continuance of an Event of DefaultDefault of which a Trust Officer has actual knowledge, and, at all times, the Collateral Agent:
(i) and the Trustee undertakes Agents undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the Security Documents and no implied covenants or obligations shall be read into this Indenture or the Security Documents against the TrusteeTrustee and the Collateral Agent or the Agents; and
(ii) in the absence of bad faith gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents, as applicable. However, in the case of any such certificates or opinions required which by any provision provisions hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, as applicable, the Trustee or the Collateral Agent, as applicable, shall examine the such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture, the Notes, the Guarantees and the Security Documents as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(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, in the case of the Collateral Agent, grossly negligent action or its own grossly negligent failure to act) or its own willful misconduct, except that:
(i) this paragraph Section 7.1(c) does not limit the effect of paragraph (b) of this Section 7.017.1(b);
(ii) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer or Trust Officers unless it is proved in a final non-appealable decision of a court of competent jurisdiction that the Trustee or the Collateral Agent was negligent (or, in the case of the Collateral Agent, grossly negligent) in ascertaining the pertinent facts;; and
(iii) neither the Trustee nor the Collateral Agent shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a written 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 powers6.5.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a)The Trustee, (b) and (c) of this Section 7.01.
(e) Neither the Trustee nor the Collateral Agent and the Agents shall not be liable for interest on any money received by it except as the Trustee or Trustee, the Collateral Agent and the Agents may agree in writing with the IssuersIssuer.
(fe) Money held in trust by the Trustee or Collateral Agent need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture, the Notes, the Guarantees or the Security Documents shall require the Trustee, the Collateral Agent or an Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Agent shall be subject to the provisions of this Section 7.01 and, from 7.1.
(h) The Trustee shall not be under any obligation to exercise any of the date on which rights or powers vested in it by this Indenture is qualified or to direct the Collateral Agent to take action under the TIA, Security Documents at the request or direction of any of the Holders unless such Holders shall have offered to the provisions of Trustee, security, prefunding or indemnity satisfactory to it against the TIAcosts, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (CommScope Holding Company, Inc.), Indenture (CommScope Holding Company, Inc.)
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee shall will 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.
(b) Except during the continuance of an Event of Default:
(i1) the duties of the Trustee undertakes to will 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 Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee or the Collateral Agent; and
(ii2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions required which by any provision hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall will be under a duty to examine the certificates and opinions same to determine whether or not they conform to the form requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(c) Neither the The Trustee nor the Collateral Agent may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(i1) this paragraph does not limit the effect of paragraph paragraphs (b) and (e) of this Section 7.01;
(ii2) neither the Trustee nor the Collateral Agent shall will not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Trustee, unless it is proved that the Trustee or Collateral Agent was negligent in ascertaining the pertinent facts;; and
(iii3) neither the Trustee nor the Collateral Agent shall will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and6.05 hereof.
(ivd) no Whether or not therein expressly so provided, every provision of this Indenture shall that in any way relates to the Trustee is subject to this Section 7.01.
(e) No provision of this Indenture or the Security Documents will require the Trustee or the Collateral Agent to expend or risk its own funds or otherwise incur any liability (financial liability in or otherwise). Neither the performance of Trustee nor the Collateral Agent will be under any of its duties hereunder or in the obligation to exercise of any of its rights or powerspowers under this Indenture or, in the case of the Collateral Agent, under the Security Documents, as applicable, at the request of any Holders, unless such Holder has offered to the Trustee or the Collateral Agent, as applicable, security and indemnity satisfactory to it against any loss, liability or expense. The Collateral Agent shall have no obligation to exercise any of its rights or powers under this Indenture or the Security Documents, as applicable, at the request of the Trustee given pursuant to the first sentence of the second paragraph of Section 6.03, unless the Trustee (or any Holder) has offered to the Collateral Agent security and indemnity satisfactory to it against any loss, liability or expense, subject in all events to the last sentence of Section 6.03. In the event the Collateral Agent receives conflicting directions from the Trustee and the Holders of a majority in aggregate principal amount of the then outstanding Notes, the Collateral Agent shall not be obligated to act upon any such directions unless and until it receives a joint instruction from such directing parties or an instruction from one party with the consent of the other.
(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.
(ef) Neither the Trustee nor the Collateral Agent shall will be liable for interest on on, or to invest, any money received by it except as the Trustee or the Collateral Agent may agree in writing with the Issuers.
(f) Issuer. Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(g) Every provision The Collateral Agent is hereby authorized and directed to execute and deliver, and act as beneficiary under, the Security Documents on behalf of this Indenture relating the Secured Parties and is hereby authorized (without obligation) to take such other actions as may be necessary or advisable in accordance with the conduct or affecting Security Documents. The Collateral Agent shall remit any proceeds recovered from enforcement of the liability of or affording protection Security Documents to the Trustee shall be subject for application pursuant to Section 6.10; provided that all necessary approvals are obtained from each relevant jurisdiction in which the provisions of this Section 7.01 and, from the date on which this Indenture Collateral is qualified under the TIA, to the provisions of the TIAlocated.
Appears in 2 contracts
Samples: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Duties of Trustee and Collateral Agent. (a) If an Subject to the terms and protections of this Indenture and the Third Lien Notes Security Documents for the benefit of the Trustee and the Collateral Agent, (including but not limited as to the provision of indemnity or security) if a Default or Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, subject to the protections of this Article VII (including, but not limited to, the provision of reasonable indemnity) the Trustee or the Collateral Agent 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 under the circumstances would exercise or use under the same circumstances in the conduct of such person’s his or her own affairs. Except for an Event of Default pursuant to Section 6.01(1) or 6.01(2) (upon the occurrence of which the Trustee if then acting as Paying Agent will be deemed to have knowledge thereof), neither the Trustee nor the Collateral Agent shall be deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee or the Collateral Agent, as applicable, has received written notice of any event which is in fact such a Default or Event of Default by the Issuer or by the Holders of at least 25% of the aggregate principal amount of the Notes by written notice of such event sent to the Trustee or Collateral Agent in accordance with Section 12.02 at the Corporate Trust Office of the Trustee or Collateral Agent, and such notice references the Notes and this Indenture and states that it is a notice of Default or Event of Default.
(b) Except The Trustee, except during the continuance of an a Default or Event of DefaultDefault of which a Responsible Officer of the Trustee has actual knowledge and subject to clause (a) above, and, at all times, the Collateral Agent:
(i1) the Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and the Third Lien Notes Security Documents and no others, and no implied covenants or obligations shall be read into this Indenture or the Third Lien Notes Security Documents against the TrusteeTrustee and the Collateral Agent; and
(ii2) in the absence of gross negligence or 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 the Collateral Agent under this Indenture and/or the Third Lien Notes Security Documents and conforming to the requirements of this Indenture. HoweverIndenture and the Third Lien Notes Security Documents but, in the case of any such certificates or opinions required which by any provision hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, as applicable, the Trustee or the Collateral Agent, as applicable, shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the form requirements of this IndentureIndenture and the Third Lien Notes Security Documents as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee or the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee or the Collateral Agent, as applicable (unless other evidence be herein specifically prescribed), may require and, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate and/or an Opinion of Counsel (if this Indenture permits or provides for such Opinion of Counsel), subject to the requirement in the preceding sentence, if applicable.
(c) Neither the Trustee nor the Collateral Agent may be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(i1) this This paragraph does not limit the effect of paragraph subsection (b) of this Section 7.01;.
(ii2) neither Neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;.
(iii3) neither 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 from a majority in aggregate principal amount of the Notes outstanding pursuant to Section 6.05; and
(iv) no provision the terms 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 powersIndenture.
(d) Every Whether or not therein expressly so provided, Section 7.01 and Section 7.02 shall govern every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a)or the Collateral Agent, (b) and (c) of this Section 7.01as applicable.
(e) The Trustee and the Collateral Agent will be under no obligation to exercise any of its rights and powers under this Indenture or the Third Lien Notes Security Documents unless the Trustee has been offered security or indemnity reasonably satisfactory to it against any expenses, loss, liability or exposure. The Trustee’s and the Collateral Agent’s fees, expenses and indemnities (including, but in no way limited to, the fees and disbursements of agents and attorneys) are included in the amounts guaranteed by the Note Guarantees.
(f) Neither the Trustee nor the Collateral Agent shall be liable for interest on any money received by it except as the Trustee or the Collateral Agent Agent, as applicable, may agree in writing with the Issuers.
(f) Issuer or any Guarantor. Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by the law.
(g) 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 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA.
Appears in 1 contract
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee and the Collateral Agent shall exercise such of the rights and powers vested in it them by this Indenture and the Security Documents and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the same circumstances in the conduct of such person’s 's own affairs.
(b) Except during the continuance of an Event of Default:
(i1) The Trustee and the Trustee undertakes to Collateral Agent need perform such only those duties and only such duties as that are specifically set forth in this Indenture and the Security Documents and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers.
(ii2) in In the absence of bad faith on its part, the Trustee or the 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 either of them and conforming to the applicable requirements of this Indenture. HoweverIndenture or the Security Documents but, in the case of any such certificates or opinions required which by any provision hereof are specifically required to be provided furnished to it, the Trustee or the Collateral Agent, as applicable, such Person shall be under a duty to examine the certificates and opinions same to determine whether or not they conform to the form requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the Trustee nor the Collateral Agent may be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(i1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.01;.
(ii2) neither Neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee or Collateral Agent such Person was negligent in ascertaining the pertinent facts;.
(iii3) neither 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; and6.02 or 6.05 hereof.
(iv4) no No provision of this Indenture shall require the Trustee or the Collateral Agent Agent, as applicable, 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 if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to Whether or not therein expressly so provided, paragraphs (a), (b) and (c) of this Section 7.017.01 shall govern every provision of this Indenture and the Security Documents that in any way relates to the Trustee or the Collateral Agent.
(e) The Trustee or the Collateral Agent may refuse to perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it against any loss, liability, expense or fee.
(f) Neither the Trustee nor the Collateral Agent shall be liable for interest on any money or other Property received by it such Person except as the Trustee or the Collateral Agent Agent, as the case may be, may agree in writing with the Issuers.
(f) Company or any Subsidiary Guarantor. Money held in trust by the Trustee or Collateral Agent need not be segregated from other funds except to the extent required by law.
(g) 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 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA.
Appears in 1 contract
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee or the Collateral Agent shall exercise the rights and powers vested in it by this Indenture Indenture, the Collateral Documents and the Intercreditor Agreement, as the case may be, 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; provided that if an Event of Default occurs and is continuing, the Trustee and the Collateral Agent shall be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement at the request or direction of any of the Holders unless such Holders have offered the Trustee or the Collateral Agent indemnity, security or prefunding satisfactory to the Trustee or the Collateral Agent in its sole discretion, as applicable, against loss, liability or expense.
(b) Except during the continuance of an Event of Default:
(i) the Trustee undertakes or the Collateral Agent undertake to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, the Collateral Documents and the Intercreditor Agreement and no implied covenants or obligations shall be read into this Indenture Indenture, any Collateral Document and the Intercreditor Agreement against the TrusteeTrustee or the Collateral Agent; and
(ii) in the absence of gross negligence 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 and conforming to the requirements of or Collateral Agent under this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement, as applicable. However, in the case of any such certificates or opinions required which by any provision provisions hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, the Trustee or the Collateral Agent shall examine the such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the The Trustee nor and the Collateral Agent may not 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 7.01Section;
(ii) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer or Trust Officers unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;; and
(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; and6.5.
(iv) no provision of this Indenture shall require the Trustee or the The Collateral Agent to expend shall not have any fiduciary or risk its own funds or otherwise incur financial liability in the performance other implied duties of any kind or nature to any person, regardless of its duties hereunder or in the exercise whether an Event of any of its rights or powersDefault has occurred and is continuing.
(d) Every provision of this Indenture that in any way relates to the The Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
(e) Neither the Trustee nor the Collateral Agent shall not be liable for interest on any money received by it except as the Trustee or and the Collateral Agent may agree in writing with the IssuersCompany.
(fe) Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreement shall require the Trustee or the 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 thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture Indenture, the Collateral Documents and the Intercreditor Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Agent shall be subject to the provisions of this Section 7.01 and, from Section.
(h) The Trustee and the date on which Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture is qualified under at the TIA, request or direction of any of the Holders unless such Holders shall have offered to the provisions of Trustee or the TIACollateral Agent, as applicable, security, prefunding or indemnity reasonably satisfactory to it 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 (McClatchy Co)
Duties of Trustee and Collateral Agent. (a1) If an Event of Default has occurred and is continuingcontinuing for which a Trust Officer has actual knowledge, 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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(b2) Except The Trustee, except during the continuance of an Event of DefaultDefault and, at all times, the Collateral Agent:
(ia) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Security Documents and no implied covenants or obligations shall be read into this Indenture or the Security Documents against the TrusteeTrustee and the Collateral Agent (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and
(iib) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and the Collateral Agent and conforming to the requirements of this IndentureIndenture and the Security Documents. Neither the Trustee nor the Collateral Agent shall be under any duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee and the Collateral Agent shall examine the form of certificates and opinions to determine whether or not they conform to the form requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c3) Neither the Trustee nor the Collateral Agent may be relieved from liability for its own negligent action, its own negligent failure to act (or, in the case of the Collateral Agent, grossly negligent action or its own grossly negligent failure to act) or its own willful misconduct, except that:
(ia) this paragraph does not limit the effect of paragraph (b2) of this Section 7.01;
(iib) 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 the Collateral Agent was negligent (or, in the case of the Collateral Agent, grossly negligent) in ascertaining the pertinent facts;
(iiic) neither the Trustee nor and the Collateral Agent shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.056.05 herein; and
(ivd) no provision of this Indenture or the Security Documents shall require the Trustee or the Collateral Agent to expend or risk its own funds or otherwise incur Incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not reasonably assured to it.
(d4) Every provision of this Indenture that in any way relates to the Trustee and the Collateral Agent is subject to paragraphs (a1), (b2) and (c3) of this Section 7.01.
(e5) Neither the Trustee nor the Collateral Agent shall be liable for interest on any money received by it except as the Trustee or and the Collateral Agent may agree in writing with the IssuersIssuer.
(f6) Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(g7) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Agent shall be subject to the provisions of this Section 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA7.01.
Appears in 1 contract
Samples: Indenture (Advantage Solutions Inc.)
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee shall and Collateral Agent will exercise such of the rights and powers vested in it by this Indenture or any Collateral Agreement, and use the same degree of care and skill in their exercise its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. All provisions of this Article Seven applicable to the Trustee shall also apply to the Collateral Agent, whether or not a provision expressly so states.
(b) Except during the continuance of an Event of Default:
(i1) the duties of the Trustee undertakes to and the Collateral Agent will be determined solely by the express provisions of this Indenture or any Collateral Agreement and the Trustee or the Collateral Agent need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture or any Collateral Agreement against the TrusteeTrustee or the Collateral Agent; and
(ii2) in the absence of bad faith on its part, the Trustee and the 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 the Collateral Agent and conforming to the requirements of this IndentureIndenture or any Collateral Agreement. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the form requirements of this Indenture.
(c) Neither the The Trustee nor and the Collateral Agent may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(i1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;
(ii2) neither the Trustee nor the Collateral Agent shall will be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;; and
(iii3) neither the Trustee nor the Collateral Agent shall will 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; and6.05 hereof.
(ivd) no Whether or not therein expressly so provided, every provision of this Indenture shall that in any way relates to the Trustee or the Collateral Agent is subject to paragraphs (a), (b), and (c) of this Section 7.01.
(e) No provision of this Indenture or any Collateral Agreement will 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 powersliability.
(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.
(ef) Neither the Trustee nor the Collateral Agent shall will be liable for interest on any money received by it except as the Trustee or the Collateral Agent may agree in writing with the Issuers.
(f) Company. Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(g) 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 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA.
Appears in 1 contract
Samples: Indenture (Gastar Exploration LTD)
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee or the Collateral Agent shall exercise the rights and powers vested in it by this Indenture and the Collateral Documents, as the case may be, 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; provided that if an Event of Default occurs and is continuing, the Trustee and the Collateral Agent shall be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, the Subsidiary Guarantees and the Collateral Documents at the request or direction of any of the Holders unless such Holders have offered the Trustee or the Collateral Agent indemnity, security or prefunding satisfactory to the Trustee or the Collateral Agent in its sole discretion, as applicable, against loss, liability or expense.
(b) Except during the continuance of an Event of Default:
(i) the Trustee undertakes or the Collateral Agent undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the Collateral Documents and no implied covenants or obligations shall be read into this Indenture or any Collateral Document against the TrusteeTrustee or the Collateral Agent; and
(ii) (x) 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, the Notes, the Subsidiary Guarantees or the Collateral Documents, as applicable and (y) in the absence of gross negligence or willful misconduct on its part, the 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 Collateral Agent and conforming to the requirements of this Indenture, the Notes, the Subsidiary Guarantees or the Collateral Documents, as applicable. However, in the case of any such certificates or opinions required which by any provision provisions hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, the Trustee or the Collateral Agent shall examine the such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture, the Notes, the Subsidiary Guarantees or the Collateral Documents, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the The Trustee nor and the Collateral Agent may not 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 7.01Section;
(ii) neither (x) the Trustee nor the Collateral Agent shall not be liable for any error of judgment made in good faith by a Trust Officer or Trust Officers unless it is proved that the Trustee or was negligent in ascertaining the pertinent facts and (y) the Collateral Agent shall not be liable for any error of judgment made in the absence of gross negligence or willful misconduct by a Trust Officer or Trust Officers unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;; and
(iii) neither (x) the Trustee nor the Collateral Agent shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and6.5 and (y) the Collateral Agent shall not be liable with respect to any action it takes or omits to take in the absence of gross negligence or willful misconduct in accordance with a direction received by it pursuant to Section 6.5.
(iv) no provision of this Indenture shall require the Trustee or the The Collateral Agent to expend shall not have any fiduciary or risk its own funds or otherwise incur financial liability in the performance other implied duties of any kind or nature to any person, regardless of its duties hereunder or in the exercise whether an Event of any of its rights or powersDefault has occurred and is continuing.
(d) Every provision of this Indenture that in any way relates to the The Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
(e) Neither the Trustee nor the Collateral Agent shall not be liable for interest on any money received by it except as the Trustee or and the Collateral Agent may agree in writing with the IssuersCompany.
(fe) Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture, the Notes, the Subsidiary Guarantees or the Collateral Documents shall require the Trustee or the 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 thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture and the Collateral Documents relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Agent shall be subject to the provisions of this Section 7.01 and, from Section.
(h) The Trustee and the date on which Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture is qualified under at the TIA, request or direction of any of the Holders unless such Holders shall have offered to the provisions of Trustee or the TIACollateral Agent, as applicable, security, prefunding or indemnity reasonably satisfactory to it 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 (Blockbuster Inc)
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 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:
(i1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, the Collateral Agency Agreement, the Notes Documents and the Intercreditor Agreement and no implied covenants or obligations shall be read into this Indenture Indenture, the Collateral Agency Agreement, the Notes Documents or the Intercreditor Agreement against the Trustee; and
(ii2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions orders furnished to the Trustee and conforming to the requirements of this Indenture, the Collateral Agency Agreement, the Notes Documents and the Intercreditor Agreement, the Notes or the Subsidiary Guarantees, as applicable. However, in the case of any such certificates or opinions required which by any provision provisions hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture, the Collateral Agency Agreement, the Notes Documents and the Intercreditor Agreement, the Notes or the Subsidiary Guarantees, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the The Trustee nor the Collateral Agent may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(i1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01Section;
(ii2) neither the Trustee nor the Collateral Agent shall not 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;
(iii3) 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 6.056.5; and
(iv4) no provision of this Indenture Indenture, the Collateral Agency Agreement and Notes Documents, the Intercreditor Agreement, the Notes or the Subsidiary Guarantees 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 thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it.
(d) Every provision of this Indenture Indenture, the Collateral Agency Agreement, the Notes Documents and the Intercreditor Agreement that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01Section.
(e) Neither the The Trustee nor the Collateral Agent shall not be liable for interest on any money received by it except as the Trustee or Collateral Agent may agree in writing with the IssuersCompany.
(f) Money held in trust by the Trustee or Collateral Agent need not be segregated from other funds except to the extent required by law.
(g) Every provision of this Indenture Indenture, the Collateral Agency Agreement, the Notes Documents and the Intercreditor Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01 and7.1.
(h) Unless otherwise specifically provided in this Indenture, the Collateral Agency Agreement, the Notes Documents and the Intercreditor Agreement, any demand, request, direction or notice from the date on which this Indenture is qualified under the TIA, to the provisions Company shall be sufficient if signed by two Officers of the TIACompany.
Appears in 1 contract
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee or the Collateral Agent shall exercise the rights and powers vested in it by this Indenture Indenture, the Collateral Documents and the Intercreditor Agreement, as the case may be, 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; provided that if an Event of Default occurs and is continuing, the Trustee and the Collateral Agent shall be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, the Guarantees, the Collateral Documents, the First Lien Intercreditor Agreement and the Intercreditor Agreement at the request or direction of any of the Holders unless such Holders have offered the Trustee or the Collateral Agent indemnity, security or prefunding satisfactory to the Trustee or the Collateral Agent in its sole discretion, as applicable, against loss, liability or expense.
(b) Except during the continuance of an Event of Default:
(i) the Trustee undertakes or the Collateral Agent undertake to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, the Collateral Documents and the Intercreditor Agreement and no implied covenants or obligations shall be read into this Indenture Indenture, any Collateral Document and the Intercreditor Agreement against the TrusteeTrustee or the Collateral Agent; and
(ii) in the absence of gross negligence 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 and conforming to the requirements of or Collateral Agent under this Indenture, the Notes, the Guarantees, the Collateral Documents and the Intercreditor Agreement, as applicable. However, in the case of any such certificates or opinions required which by any provision provisions hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, the Trustee or the Collateral Agent shall examine the such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture, the Notes, the Guarantees, the Collateral Documents and the Intercreditor Agreement, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the The Trustee nor and the Collateral Agent may not 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 7.01Section;
(ii) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer or Trust Officers unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;; and
(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; and6.5.
(iv) no provision of this Indenture shall require the Trustee or the The Collateral Agent to expend shall not have any fiduciary or risk its own funds or otherwise incur financial liability in the performance other implied duties of any kind or nature to any person, regardless of its duties hereunder or in the exercise whether an Event of any of its rights or powersDefault has occurred and is continuing.
(d) Every provision of this Indenture that in any way relates to the The Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
(e) Neither the Trustee nor the Collateral Agent shall not be liable for interest on any money received by it except as the Trustee or and the Collateral Agent may agree in writing with the IssuersCompany.
(fe) Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture, the Notes, the Guarantees, the Collateral Documents or the Intercreditor Agreement shall require the Trustee or the 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 thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture Indenture, the Collateral Documents, the First Lien Intercreditor Agreement or the Intercreditor Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Agent shall be subject to the provisions of this Section 7.01 and, from Section.
(h) The Trustee and the date on which Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture is qualified under at the TIA, request or direction of any of the Holders unless such Holders shall have offered to the provisions of Trustee or the TIACollateral Agent, as applicable, security, prefunding or indemnity reasonably satisfactory to it 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 (Reddy Ice Holdings Inc)
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, The Trustee or the Trustee Collateral Agent shall exercise the rights and powers vested in it each of them by this Indenture and the Collateral Documents, and use the same degree of care and skill in their 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 Trustee and the continuance of an Event of Default:
(i) the Trustee undertakes Collateral Agent each undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the Collateral Documents, and neither the Trustee nor the Collateral Agent shall have any responsibilities or be liable except for the performance of such express duties, and no implied covenants or obligations shall be read into this Indenture or any Collateral Document against the TrusteeTrustee or the Collateral Agent; and
(iic) in the absence of bad faith or willful misconduct on its part, the Trustee and the Collateral Agent, as applicable, may conclusively rely, as to the due execution, delivery, effectiveness and truth of the statements and the correctness of the opinions or information expressed therein, upon resolutions, statements, instruments, reports, consents, orders, letters, notices, directions, certificates and/or opinions or opinions other written documents furnished to the Trustee or the Collateral Agent and conforming on their face to the requirements of this IndentureIndenture and the Collateral Documents, and act in accordance therewith and will be protected in so relying and acting. However, in the case of any such certificates or opinions required which by any provision hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, the Trustee or the Collateral Agent, as applicable, shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the form requirements of this Indenture.
Indenture (c) Neither but need not confirm or investigate the accuracy of mathematical calculations, the recitals or other facts stated therein). The Trustee nor and the Collateral Agent may (but shall in no way be obligated to) make further inquiry or investigation into such facts or materials as it sees fit.
(d) The Trustee and the Collateral Agent may not be relieved from liability for its their own negligent action, its their own negligent failure to act act, or bad faith or its own willful misconduct, except that:
(i1) this paragraph does Subsection (d) shall not be construed to limit the effect of paragraph Subsection (b) or (c) of this Section 7.01;
(ii2) neither the Trustee nor and the Collateral Agent shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is shall be proved that the Trustee or the Collateral Agent Agent, as applicable, was negligent in ascertaining the pertinent facts;; and
(iii3) neither the Trustee nor and the Collateral Agent shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with a the direction received by it pursuant of Holders of at least 25% in the principal amount of the then outstanding Notes relating to Section 6.05; and
(iv) no provision the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Collateral Agent, or exercising any trust or power conferred upon the Trustee or the Collateral Agent under this Indenture shall require and the Collateral Documents or believed by the Trustee or the Collateral Agent to expend be authorized 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 permitted by this Indenture that in any way relates to or the Trustee is subject to paragraphs (a)Collateral Documents, (b) and (c) of this Section 7.01as applicable .
(e) Neither Subject to this Article 7, if an Event of Default occurs and is continuing, the Trustee nor and the Collateral Agent shall be liable for interest on under no obligation to exercise any money received by it except as of their respective rights or powers under this Indenture, the Notes, the Note Guarantees or the Collateral Documents at the request or direction of any of the Holders unless the Holders have furnished to the Trustee or the Collateral Agent may agree Agent, as applicable, when required by notice in writing with the Issuers.
(f) Money held in trust by the Trustee or the Collateral Agent need not be segregated from other Agent, as applicable, sufficient funds except to the extent required by lawexercise such rights or powers and an indemnity reasonably satisfactory to it against any loss, liability or expense.
(g) 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 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA.
Appears in 1 contract
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 Indenture, the Security Documents and the Intercreditor Agreement, as the case may be, and use the same degree of care and skill in their its exercise as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs; provided that if an Event of Default occurs and is continuing, neither the Trustee nor the Collateral Agent shall be under any obligation to exercise any of the rights or powers under this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreement at the request or direction of any of the Holders unless such Holders have offered the Trustee and/or the Collateral Agent indemnity, security or prefunding satisfactory to the Trustee and/or the Collateral Agent in its sole discretion, as applicable, against any loss, liability or expense it may incur.
(b) Except The Collateral Agent, and except during the continuance of an Event of DefaultDefault of which a responsible officer of the Trustee has actual knowledge, the Trustee:
(i) the Trustee undertakes each undertake to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, the Security Documents and the Intercreditor Agreement and no implied covenants or obligations shall be read into this Indenture Indenture, any Security Document and the Intercreditor Agreement against the TrusteeTrustee or the Collateral Agent; and
(ii) in the absence of gross negligence or bad faith on its part, the Trustee each 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 or Collateral Agent under this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement and the Intercreditor Agreement, as applicable. However, in the case of any such certificates or opinions required which by any provision provisions hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, the Trustee or the Collateral Agent shall examine the such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreement, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the The Trustee nor the Collateral Agent may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct and the Collateral Agent shall 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:
(i) this paragraph Section 7.1(c) does not limit the effect of paragraph (b) of this Section 7.017.1(b);
(ii) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer or Trust Officers unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;; and
(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; and6.5.
(iv) no provision of this Indenture shall require the Trustee or the The Collateral Agent to expend shall not have any fiduciary or risk its own funds or otherwise incur financial liability in the performance other implied duties of any kind or nature to any person, regardless of its duties hereunder or in the exercise whether an Event of any of its rights or powersDefault has occurred and is continuing.
(d) Every provision of this Indenture that in any way relates to the The Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
(e) Neither the Trustee nor the Collateral Agent shall not be liable for interest on any money received by it either of them except as the Trustee or and the Collateral Agent may agree in writing with the IssuersIssuer.
(fe) Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreement shall require the Trustee or the 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 thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture Indenture, the Security Documents or the Intercreditor Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Agent shall be subject to the provisions of this Section 7.01 and, from Section.
(h) The Trustee and the date on which Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture is qualified under at the TIA, request or direction of any of the Holders unless such Holders shall have offered to the provisions of Trustee or the TIACollateral Agent, as applicable, security, prefunding or indemnity reasonably satisfactory to it 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
Duties of Trustee and Collateral Agent. (a) If an Subject to the terms and protections of this Indenture and the Notes Security Documents for the benefit of the Trustee and the Collateral Agent, (including but not limited as to the provision of indemnity or security) if a Default or Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, subject to the protections of this Article VII (including, but not limited to, the provision of reasonable indemnity) the Trustee or the Collateral Agent 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 under the circumstances would exercise or use under the same circumstances in the conduct of such person’s his or her own affairs. Except for an Event of Default pursuant to Section 6.01(1) or 6.01(2) (upon the occurrence of which the Trustee if then acting as Paying Agent will be deemed to have knowledge thereof), the Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a Default or Event of Default by the Issuer or by the Holders of at least 25% of the aggregate principal amount of the Notes by written notice of such event sent to the Trustee in accordance with Section 12.02 at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.
(b) Except The Trustee, except during the continuance of an a Default or Event of DefaultDefault of which a Responsible Officer of the Trustee has actual knowledge and subject to clause (a) above, and, at all times, the Collateral Agent:
(i1) the Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and the Notes Security Documents and no others, and no implied covenants or obligations shall be read into this Indenture or the Notes Security Documents against the TrusteeTrustee and the Collateral Agent; and
(ii2) in the absence of gross negligence or 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 the Collateral Agent under this Indenture and/or the Notes Security Documents and conforming to the requirements of this Indenture. HoweverIndenture and the Notes Security Documents but, in the case of any such certificates or opinions required which by any provision hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, as applicable, the Trustee or the Collateral Agent, as applicable, shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the form requirements of this IndentureIndenture and the Notes Security Documents as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee or the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee or the Collateral Agent, as applicable (unless other evidence be herein specifically prescribed), may require and, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate and/or an Opinion of Counsel (if this Indenture permits or provides for such Opinion of Counsel), subject to the requirement in the preceding sentence, if applicable.
(c) Neither the Trustee nor the Collateral Agent may be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(i1) this This paragraph does not limit the effect of paragraph subsection (b) of this Section 7.01;.
(ii2) neither Neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;.
(iii3) neither 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 from a majority in aggregate principal amount of the Notes outstanding pursuant to Section 6.05; and
(iv) no provision the terms 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 powersIndenture.
(d) Every Whether or not therein expressly so provided, Section 7.01 and Section 7.02 shall govern every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a)or the Collateral Agent, (b) and (c) of this Section 7.01as applicable.
(e) The Trustee and the Collateral Agent will be under no obligation to exercise any of its rights and powers under this Indenture or the Notes Security Documents unless the Trustee has been offered security or indemnity reasonably satisfactory to it against any expenses, loss, liability or exposure. The Trustee’s fees, expenses and indemnities (including, but in no way limited to, the fees and disbursements of agents and attorneys) are included in the amounts guaranteed by the Note Guarantees.
(f) Neither the Trustee nor the Collateral Agent shall be liable for interest on any money received by it except as the Trustee or the Collateral Agent Agent, as applicable, may agree in writing with the Issuers.
(f) Issuer or any Guarantor. Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by the law.
(g) Every No provision of this Indenture relating or the Notes Security Documents shall require the Trustee or the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the conduct performance of any of its rights, powers or affecting duties. Neither the liability Trustee nor the Collateral Agent shall be required to give any bond or surety in respect of the performance of its powers or affording protection to duties hereunder.
(h) The Collateral Agent and the Trustee shall be subject have no duty or obligation to (x) make any filings, including but not limited to any UCC-1 or UCC continuation filings, (y) ensure a perfected lien with the requisite priority is granted over the applicable Collateral, including any after acquired Collateral, or (z) ensure that any documentation delivered from time to time to grant, preserve, protect and perfect the validity and priority of the security interests and Liens (including but not limited to any real estate documentation) is in customary and/or legally satisfactory form to accomplish the applicable documents’ intended purpose.
(i) For the avoidance of doubt, the Collateral Agent and the Trustee shall have no obligation to enter into any such documentation to the provisions extent the Collateral Agent or the Trustee shall determine, in its sole discretion, among other matters, such documentation (i) is prohibited by applicable law, (ii) will violate the terms of this Section 7.01 andany intercreditor agreement to which the Collateral Agent or the Trustee is party, from the date on which this Indenture is qualified under the TIA, (iii) to the provisions extent relating to any foreign Collateral will have the result of requiring the TIACollateral Agent or the Trustee to register with, make filings and/or disclosures to any foreign governmental authority or otherwise result in additional burdens to the Collateral Agent vis a vis such foreign jurisdiction or (iv) such documentation imposes additional fees, costs, expenses or potential liabilities on the Collateral Agent or the Trustee without appropriate indemnification therefor being provided by the applicable Holders.
Appears in 1 contract
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee shall and Collateral Agent will exercise such of the rights and powers vested in it by this Indenture or any Collateral Agreement, and use the same degree of care and skill in their exercise its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. All provisions of this Article Seven applicable to the Trustee shall also apply to the Collateral Agent, whether or not a provision expressly so states.
(b) Except during the continuance of an Event of Default:
(i1) the duties of the Trustee undertakes to and the Collateral Agent will be determined solely by the express provisions of this Indenture or any Collateral Agreement and the Trustee or the Collateral Agent need perform such only those duties and only such duties as that are specifically set forth in this Indenture or any Collateral Agreement and no others, and no implied covenants or obligations shall be read into this Indenture or any Collateral Agreement against the TrusteeTrustee or the Collateral Agent; and
(ii2) in the absence of bad faith on its part, the Trustee and the 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 the Collateral Agent and conforming to the requirements of this IndentureIndenture or any Collateral Agreement. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall will examine the certificates and opinions to determine whether or not they conform to the form requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the Trustee nor the Collateral Agent may be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(i1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;
(ii2) neither the Trustee nor the Collateral Agent shall will be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;
(iii3) neither the Trustee nor the Collateral Agent shall will 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 6.056.05 hereof; and
(iv4) no provision of this Indenture shall or any Collateral Agreement will 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 powersliability.
(d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee or the Collateral Agent is subject to paragraphs (a), (b) ), and (c) of this Section 7.01.
(e) Neither the Trustee nor the Collateral Agent shall will be liable for interest on any money received by it except as the Trustee or the Collateral Agent may agree in writing with the Issuers.
(f) Company. Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(g) 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 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA.
Appears in 1 contract
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee or the Collateral Agent shall exercise the rights and powers vested in it by this Indenture Indenture, the Collateral Documents and the Intercreditor Agreements, as the case may be, 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; provided that if an Event of Default occurs and is continuing, the Trustee and the Collateral Agent shall be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreements at the request or direction of any of the Holders unless such Holders have offered the Trustee or the Collateral Agent indemnity, security or prefunding satisfactory to the Trustee or the Collateral Agent in its sole discretion, as applicable, against loss, liability or expense.
(b) Except during the continuance of an Event of Default:
(i) the Trustee undertakes or the Collateral Agent undertake to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, the Collateral Documents and the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture Indenture, any Collateral Document or the Intercreditor Agreements against the TrusteeTrustee or the Collateral Agent; and
(ii) in the absence of gross negligence 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 and conforming to the requirements of or Collateral Agent under this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreements, as applicable. However, in the case of any such certificates or opinions required which by any provision provisions hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, the Trustee or the Collateral Agent shall examine the such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreements, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the The Trustee nor and the Collateral Agent may not 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 7.01Section;
(ii) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer or Trust Officers unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;; and
(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; and6.5.
(iv) no provision of this Indenture shall require the Trustee or the The Collateral Agent to expend shall not have any fiduciary or risk its own funds or otherwise incur financial liability in the performance other implied duties of any kind or nature to any person, regardless of its duties hereunder or in the exercise whether an Event of any of its rights or powersDefault has occurred and is continuing.
(d) Every provision of this Indenture that in any way relates to the The Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
(e) Neither the Trustee nor the Collateral Agent shall not be liable for interest on any money received by it except as the Trustee or and the Collateral Agent may agree in writing with the IssuersCompany.
(fe) Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreements shall require the Trustee or the 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 thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture Indenture, the Collateral Documents or the Intercreditor Agreements relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Agent shall be subject to the provisions of this Section 7.01 and, from Section.
(h) The Trustee and the date on which Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture is qualified under at the TIA, request or direction of any of the Holders unless such Holders shall have offered to the provisions of Trustee or the TIACollateral Agent, as applicable, security, prefunding or indemnity reasonably satisfactory to it 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 (McClatchy Co)
Duties of Trustee and Collateral Agent. (a) If an Subject to the terms and protections of this Indenture and the First Lien Notes Security Documents for the benefit of the Trustee and the Collateral Agent, (including but not limited as to the provision of indemnity or security) if a Default or Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, subject to the protections of this Article VII (including, but not limited to, the provision of reasonable indemnity) the Trustee or the Collateral Agent 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 under the circumstances would exercise or use under the same circumstances in the conduct of such person’s his or her own affairs. Except for an Event of Default pursuant to Section 6.01(1) or 6.01(2) (upon the occurrence of which the Trustee if then acting as Paying Agent will be deemed to have knowledge thereof), neither the Trustee nor the Collateral Agent shall be deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee or the Collateral Agent, as applicable, has received written notice of any event which is in fact such a Default or Event of Default by the Issuer or by the Holders of at least 25% of the aggregate principal amount of the Notes by written notice of such event sent to the Trustee or the Collateral Agent in accordance with Section 12.02 at the Corporate Trust Office of the Trustee or the Collateral Agent, and such notice references the Notes and this Indenture and states that it is a notice of Default or Event of Default.
(b) Except The Trustee, except during the continuance of an a Default or Event of DefaultDefault of which a Responsible Officer of the Trustee has actual knowledge and subject to clause (a) above, and, at all times, the Collateral Agent:
(i1) the Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and the First Lien Notes Security Documents and no others, and no implied covenants or obligations shall be read into this Indenture or the First Lien Notes Security Documents against the TrusteeTrustee and the Collateral Agent; and
(ii2) in the absence of gross negligence or 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 the Collateral Agent under this Indenture and/or the First Lien Notes Security Documents and conforming to the requirements of this Indenture. HoweverIndenture and the First Lien Notes Security Documents but, in the case of any such certificates or opinions required which by any provision hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, as applicable, the Trustee or the Collateral Agent, as applicable, shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the form requirements of this IndentureIndenture and the First Lien Notes Security Documents as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee or the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee or the Collateral Agent, as applicable (unless other evidence be herein specifically prescribed), may require and, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate and/or an Opinion of Counsel (if this Indenture permits or provides for such Opinion of Counsel), subject to the requirement in the preceding sentence, if applicable.
(c) Neither the Trustee nor the Collateral Agent may be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(i1) this This paragraph does not limit the effect of paragraph subsection (b) of this Section 7.01;.
(ii2) neither Neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;.
(iii3) neither 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 from a majority in aggregate principal amount of the Notes outstanding pursuant to Section 6.05; and
(iv) no provision the terms 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 powersIndenture.
(d) Every Whether or not therein expressly so provided, Section 7.01 and Section 7.02 shall govern every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a)or the Collateral Agent, (b) and (c) of this Section 7.01as applicable.
(e) The Trustee and the Collateral Agent will be under no obligation to exercise any of its rights and powers under this Indenture or the First Lien Notes Security Documents unless the Trustee has been offered security or indemnity reasonably satisfactory to it against any expenses, loss, liability or exposure. The Trustee’s and the Collateral Agent’s fees, expenses and indemnities (including, but in no way limited to, the fees and disbursements of agents and attorneys) are included in the amounts guaranteed by the Note Guarantees.
(f) Neither the Trustee nor the Collateral Agent shall be liable for interest on any money received by it except as the Trustee or the Collateral Agent Agent, as applicable, may agree in writing with the Issuers.
(f) Issuer or any Guarantor. Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by the law.
(g) 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 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA.
Appears in 1 contract
Duties of Trustee and Collateral Agent. (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 Indenture, the Security Documents and the Intercreditor Agreement, as the case may be, and use the same degree of care and skill in their exercise its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs and is continuing, neither the Trustee nor the Collateral Agent shall be under any obligation to exercise any of the rights or powers under this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the Intercreditor Agreement at the request or direction of any of the Holders unless such Holders have offered the Trustee and/or the Collateral Agent indemnity, security or prefunding satisfactory to the Trustee and/or the Collateral Agent in its sole discretion, as applicable, against any loss, liability or expense it may incur.
(b) Except The Collateral Agent, and except during the continuance of an Event of DefaultDefault of which a Responsible Officer of the Trustee has actual knowledge, the Trustee:
(i1) the Trustee undertakes each undertake to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, the Security Documents and the Intercreditor Agreement and no implied covenants or obligations shall be read into this Indenture Indenture, any Security Document and the Intercreditor Agreement against the TrusteeTrustee or the Collateral Agent; and
(ii2) in the absence of bad faith on its part, the Trustee each 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 or Collateral Agent under this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the Intercreditor Agreement, as applicable. However, in the case of any such certificates or opinions required which by any provision provisions hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, the Trustee or the Collateral Agent shall examine the such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the Intercreditor Agreement, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the The Trustee nor the Collateral Agent may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct and the Collateral Agent shall 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:
(i1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;
(ii2) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Responsible Officer unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;; and
(iii3) 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; and6.05 hereof.
(iv4) no provision of this Indenture shall require the Trustee or the The Collateral Agent to expend shall not have any fiduciary or risk its own funds or otherwise incur financial liability in the performance other implied duties of any kind or nature to any person, regardless of its duties hereunder or in the exercise whether an Event of any of its rights or powersDefault has occurred and is continuing.
(d) Every Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (cb) of this Section 7.01.
(e) Neither No provision of this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or the Intercreditor Agreement shall require the Trustee nor or the Collateral Agent to expend or risk its own funds or incur any liability, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(f) The Trustee shall not 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) Issuer. Money held in trust by the Trustee or Collateral Agent need not be segregated from other funds except to the extent required by law.
(g) In the absence of bad faith, gross negligence or willful misconduct on the part of the Trustee or Collateral Agent, neither the Trustee nor the Collateral Agent shall be responsible for the application of any money by any Paying Agent other than the Trustee or Collateral Agent.
(h) Every provision of this Indenture Indenture, the Security Documents or the Intercreditor Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Agent shall be subject to the provisions of this Section 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIASection.
Appears in 1 contract
Samples: Indenture (Symbion Inc/Tn)
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee shall shall, in the exercise the of its rights and powers vested in it by under this Indenture and Indenture, use the same degree of care and skill in their its exercise of such rights and powers as a prudent person Person would exercise or use under the circumstances in the conduct of such personPerson’s own affairs, subject to the provisions of clause (h) below.
(b) Except The Trustee, except during the continuance of an Event of DefaultDefault of which a Trust Officer has actual knowledge, and, at all times, the Collateral Agent:
(i) and the Trustee undertakes Agents undertake to perform such duties and only such duties as are specifically set forth in this Indenture and the Security Documents and no implied covenants or obligations shall be read into this Indenture or the Security Documents against the TrusteeTrustee and the Collateral Agent or the Agents; and
(ii) in the absence of gross negligence or 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 Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents, as applicable. However, in the case of any such certificates or opinions required which by any provision provisions hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, as applicable, the Trustee or the Collateral Agent, as applicable, shall examine the such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture, the Notes, the Guarantees and the Security Documents as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(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, in the case of the Collateral Agent, grossly negligent action or its own grossly negligent failure to act) or its own willful misconduct, except that:
(i) this paragraph Section 7.1(c) does not limit the effect of paragraph (b) of this Section 7.017.1(b);
(ii) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer or Trust Officers unless it is proved in a final non-appealable decision of a court of competent jurisdiction that the Trustee or the Collateral Agent was negligent (or, in the case of the Collateral Agent, grossly negligent) in ascertaining the pertinent facts;; and
(iii) neither the Trustee nor the Collateral Agent shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; 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 powers6.5.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a)The Trustee, (b) and (c) of this Section 7.01.
(e) Neither the Trustee nor the Collateral Agent and the Agents shall not be liable for interest on any money received by it except as the Trustee or Trustee, the Collateral Agent and the Agents may agree in writing with the IssuersIssuer.
(fe) Money held in trust by the Trustee or Collateral Agent need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture, the Notes, the Guarantees or the Security Documents shall require the Trustee, the Collateral Agent or an Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Agent shall be subject to the provisions of this Section 7.01 and, from 7.1.
(h) The Trustee shall not be under any obligation to exercise any of the date on which rights or powers vested in it by this Indenture is qualified or to direct the Collateral Agent to take action under the TIA, Security Documents at the request or direction of any of the Holders unless such Holders shall have offered to the provisions of Trustee, security, prefunding or indemnity satisfactory to it against the TIAcosts, 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
Duties of Trustee and Collateral Agent. (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 its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s his or her own affairs.
(bi) Except during the continuance of an Event of DefaultDefault for the Trustee; and (ii) at all times for the Collateral Agent:
(i1) the duties of the Trustee undertakes to perform such duties and only such duties as are specifically set forth in the Collateral Agent shall be determined solely by the express provisions of this Indenture and the Security Documents and no implied covenants or obligations shall be read into this Indenture or the Security Documents against the TrusteeTrustee and the Collateral Agent; and
(ii2) in the absence of bad faith on its part, the Trustee and the 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 and the Collateral Agent, as applicable, and conforming to the requirements of this Indenture. However, in Indenture and the case Security Documents (but need not confirm or investigate the accuracy of certificates mathematical calculations or opinions required by any provision hereof to be provided to itother facts stated therein); however, the Trustee shall examine the certificates and opinions furnished to it to determine whether or not they conform on their face to the form requirements of this Indenture.
(c) Neither the Trustee nor the Collateral Agent may be relieved from any liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(i1) this paragraph does not limit the effect of paragraph (b) of this Section 7.017.1;
(ii2) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Trustee or the Collateral Agent, unless it is proved that the Trustee or the Collateral Agent was grossly negligent in ascertaining the pertinent facts;
(iii3) 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 6.056.5; and
(iv4) 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 powersliability.
(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 or the investment of any money received by it except as the Trustee or the Collateral Agent may agree in writing with the Issuers.
(f) Issuer. Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(ge) Every 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 and/or the Collateral Agent is subject to the provisions of this Section 7.01 and, from the date on which this Indenture is qualified under the TIA, to the provisions of the TIA7.1.
Appears in 1 contract
Samples: Indenture (Vertiv Holdings Co)
Duties of Trustee and Collateral Agent. (a) If an Event of Default has occurred and is continuing, the Trustee or the Collateral Agent shall exercise the rights and powers vested in it by this Indenture Indenture, the Collateral Documents, the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, as the case may be, 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; provided that if an Event of Default occurs and is continuing, the Trustee and the Collateral Agent shall be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, the Guarantees, the Collateral Documents, the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement at the request or direction of any of the Holders unless such Holders have offered the Trustee or the Collateral Agent indemnity, security or prefunding satisfactory to the Trustee or the Collateral Agent in its sole discretion, as applicable, against loss, liability or expense.
(b) Except during the continuance of an Event of Default:
(i) the Trustee undertakes or the Collateral Agent undertake to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, the Collateral Documents, the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement and no implied covenants or obligations shall be read into this Indenture Indenture, any Collateral Document and the Intercreditor Agreement against the TrusteeTrustee or the Collateral Agent; and
(ii) in the absence of gross negligence 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 and conforming to the requirements of or Collateral Agent under this Indenture, the Notes, the Guarantees, the Collateral Documents, the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, as applicable. However, in the case of any such certificates or opinions required which by any provision provisions hereof are specifically required to be provided furnished to itthe Trustee or the Collateral Agent, the Trustee or the Collateral Agent shall examine the such certificates and opinions to determine whether or not they conform to the form requirements of this Indenture, the Notes, the Guarantees, the Collateral Documents, the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) Neither the The Trustee nor and the Collateral Agent may not 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 7.01Section;
(ii) neither the Trustee nor the Collateral Agent shall be liable for any error of judgment made in good faith by a Trust Officer or Trust Officers unless it is proved that the Trustee or the Collateral Agent was negligent in ascertaining the pertinent facts;; and
(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; and6.5.
(iv) no provision of this Indenture shall require the Trustee or the The Collateral Agent to expend shall not have any fiduciary or risk its own funds or otherwise incur financial liability in the performance other implied duties of any kind or nature to any person, regardless of its duties hereunder or in the exercise whether an Event of any of its rights or powersDefault has occurred and is continuing.
(d) Every provision of this Indenture that in any way relates to the The Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
(e) Neither the Trustee nor the Collateral Agent shall not be liable for interest on any money received by it except as the Trustee or and the Collateral Agent may agree in writing with the IssuersCompany.
(fe) Money held in trust by the Trustee or the Collateral Agent need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture, the Notes, the Guarantees, the Collateral Documents, the First Lien Intercreditor Agreement or the Junior Lien Intercreditor Agreement shall require the Trustee or the 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 thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture Indenture, the Collateral Documents, the First Lien Intercreditor Agreement or the Junior Lien Intercreditor Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Agent shall be subject to the provisions of this Section 7.01 and, from Section.
(h) The Trustee and the date on which Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture is qualified under at the TIA, request or direction of any of the Holders unless such Holders shall have offered to the provisions of Trustee or the TIACollateral Agent, as applicable, security, prefunding or indemnity reasonably satisfactory to it 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 (Reddy Ice Holdings Inc)