Common use of Duties of Trustee and Collateral Trustee Clause in Contracts

Duties of Trustee and Collateral Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) With respect to the Trustee, except during the continuance of an Event of Default, and at all times with respect to the Collateral Trustee: (1) the duties of the Trustee and the Collateral Trustee will be determined solely by the express provisions of this Indenture and the Trustee and the Collateral Trustee need perform only those duties that are specifically set forth in this Indenture, the Security Documents and the Intercreditor Agreement and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee and the Collateral Trustee; and (2) in the absence of bad faith on its part, each of the Trustee and the Collateral 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/or the Collateral Trustee and conforming to the requirements of this Indenture, the Security Documents and the Intercreditor Agreement. However, the Trustee or the Collateral Trustee, as applicable, will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture the Security Documents and the Intercreditor Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee shall not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; (2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (3) the Trustee 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 hereof. (d) the Collateral Trustee shall not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; (2) the Collateral Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Trustee was grossly negligent in ascertaining the pertinent facts; and (3) the Collateral Trustee 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 by an Act of Required Debtholders or the Trustee acting as directed by an Act of Required Debtholders. (e) Whether or not therein expressly so provided, every provision of this Indenture, the Security Documents and the Intercreditor Agreement, as applicable, that in any way relates to the Trustee or the Collateral Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01. (f) No provision of this Indenture, the Security Documents and the Intercreditor Agreement, as applicable, will require the Trustee or the Collateral Trustee to expend or risk its own funds or incur any liability. Neither the Trustee nor the Collateral Trustee will be under any obligation to exercise any of its rights or powers under this Indenture, the Security Documents and the Intercreditor Agreement, as applicable, at the request of any Holders, unless such Holder has offered to the Trustee or the Collateral Trustee security or indemnity satisfactory to it against any loss, liability or expense. (g) Neither the Trustee nor the Collateral Trustee will be liable for interest on any money received by it except as the Trustee or the Collateral Trustee may agree in writing with the Partnership. Money held in trust by the Trustee or the Collateral Trustee need not be segregated from other funds except to the extent required by law.

Duties of Trustee and Collateral Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in its exercise, exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) With respect to the Trustee, except Except during the continuance of an Event of Default, in the case of the Trustee, and at all times with respect to times, in the case of the Collateral Trustee: (1) the duties each of the Trustee and the Collateral Trustee will be determined solely by the express provisions of this Indenture undertakes to perform such duties and the Trustee and the Collateral Trustee need perform only those such duties that as are specifically set forth in this Indenture, the Collateral Trust Agreement, the Security Documents and the Intercreditor Agreement and no others, and no implied covenants or obligations shall be read into this Indenture Indenture, the Collateral Trust Agreement, the Security Documents or the Intercreditor Agreement against the Trustee and or the Collateral Trustee; and (2) in the absence of bad faith on its part, each of the Trustee and the Collateral 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/or and the Collateral Trustee and conforming to the requirements of this Indenture, the Collateral Trust Agreement, the Security Documents and the Intercreditor Agreement, the Securities or the Subsidiary Guarantees, as applicable. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee or the Collateral Trustee, as applicable, will such party shall examine the such certificates and opinions to determine whether or not they conform to the requirements of this Indenture Indenture, the Collateral Trust Agreement, the Security Documents and the Intercreditor Agreement Agreement, the Securities 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) The Neither the Trustee shall not nor the Collateral Trustee may be relieved from liabilities liability for its own negligent action, its own negligent failure to act, act or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01Section; (2) the Trustee will not neither such entity shall be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee such entity was grossly negligent in ascertaining the pertinent facts; and; (3) the Trustee will not neither such entity 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 hereof6.5; and (4) no provision of this Indenture, the Collateral Trust Agreement and Security Documents, the Intercreditor Agreement, the Securities or the Subsidiary Guarantees shall require the Trustee or the Collateral Trustee 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) the Collateral Trustee shall not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; (2) the Collateral Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Trustee was grossly negligent in ascertaining the pertinent facts; and (3) the Collateral Trustee 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 by an Act of Required Debtholders or the Trustee acting as directed by an Act of Required Debtholders. (e) Whether or not therein expressly so provided, every Every provision of this Indenture, the Collateral Trust Agreement, the Security Documents and the Intercreditor Agreement, as applicable, Agreement that in any way relates to the Trustee or the Collateral Trustee is subject to paragraphs (a), (b), ) and (c) and (d) of this Section 7.01Section. (fe) No provision Neither of this Indenture, the Security Documents and the Intercreditor Agreement, as applicable, will require the Trustee or the Collateral Trustee to expend or risk its own funds or incur any liability. Neither the Trustee nor the Collateral Trustee will be under any obligation to exercise any of its rights or powers under this Indenture, the Security Documents and the Intercreditor Agreement, as applicable, at the request of any Holders, unless such Holder has offered to the Trustee or the Collateral Trustee security or indemnity satisfactory to it against any loss, liability or expense. (g) Neither the Trustee nor the Collateral Trustee will shall be liable for interest on any money received by it except as the Trustee or and the Collateral Trustee may agree in writing with the Partnership. Company. (f) Money held in trust by the Trustee or the Collateral Trustee need not be segregated from other funds except to the extent required by law. (g) Every provision of this Indenture, the Collateral Trust Agreement, the Security Documents and the Intercreditor Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and the Collateral Trustee shall be subject to the provisions of this Section 7.1. (h) Unless otherwise specifically provided in this Indenture, the Collateral Trust Agreement, the Security Documents and the Intercreditor Agreement, any demand, request, direction or notice from the Company shall be sufficient if signed by two Officers of the Company.

Duties of Trustee and Collateral Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) With respect to the Trustee, except during the continuance of an Event of Default, and at all times with respect to the Collateral Trustee: (1) the duties of the Trustee and the Collateral Trustee will be determined solely by the express provisions of this Indenture and the Collateral Trust Agreement and the Trustee and the Collateral Trustee need perform only those duties that are specifically set forth in this Indenture, Indenture and the Security Documents and the Intercreditor Agreement and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee and the Collateral Trustee; and (2) in the absence of bad faith on its part, each of the Trustee and the Collateral 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/or the Collateral Trustee and conforming to the requirements of this Indenture, Indenture and the Security Documents and the Intercreditor AgreementDocuments. However, the Trustee or the Collateral Trustee, as applicable, will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture and the Security Documents and the Intercreditor Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee shall not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; (2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (3) the Trustee 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 hereof. (d) Liabilities of the Collateral Trustee shall not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; (2) limited as provided in the Collateral Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Trustee was grossly negligent in ascertaining the pertinent facts; and (3) the Collateral Trustee 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 by an Act of Required Debtholders or the Trustee acting as directed by an Act of Required DebtholdersTrust Agreement. (e) Whether or not therein expressly so provided, every provision of this Indenture, Indenture and the Security Documents and the Intercreditor AgreementDocuments, as applicable, that in any way relates to the Trustee or the Collateral Trustee is subject to paragraphs (a), (b), (c), (d) and (df) of this Section 7.01. (f) No provision of this Indenture, Indenture and the Security Documents and the Intercreditor AgreementDocuments, as applicable, will require the Trustee or the Collateral Trustee to expend or risk its own funds or incur any liability. Neither the Trustee nor the Collateral Trustee will be under any obligation to exercise any of its rights or powers under this Indenture, Indenture and the Security Documents and the Intercreditor AgreementDocuments, as applicable, at the request of any Holders, unless such Holder has offered to the Trustee or the Collateral Trustee security or indemnity satisfactory to it against any loss, liability or expense. (g) Neither the Trustee nor the Collateral Trustee will be liable for interest on any money received by it except as the Trustee or the Collateral Trustee may agree in writing with the Partnership. Money held in trust by the Trustee or the Collateral Trustee need not be segregated from other funds except to the extent required by law.

Duties of Trustee and Collateral Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) With respect to the Trustee, except during the continuance of an Event of Default, and at all times with respect to the Collateral Trustee: (1) the duties of the Trustee and the Collateral Trustee will be determined solely by the express provisions of this Indenture and the Trustee and the Collateral Trustee need perform only those duties that are specifically set forth in this Indenture, the Security Documents and the Intercreditor Agreement and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee and the Collateral Trustee; and (2) in the absence of bad faith on its part, each of the Trustee and the Collateral 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/or the Collateral Trustee and conforming to the requirements of this Indenture, the Security Documents and the Intercreditor Agreement. However, the Trustee or the Collateral Trustee, as applicable, will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture the Security Documents and the Intercreditor Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee shall not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; (2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (3) the Trustee 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 hereof. (d) the Collateral Trustee shall not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; (2) the Collateral Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Trustee was grossly negligent in ascertaining the pertinent facts; and (3) the Collateral Trustee 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 by an Act of Required Debtholders or the Trustee acting as directed by an Act of Required Debtholders. (e) Whether or not therein expressly so provided, every provision of this Indenture, the Security Documents and the Intercreditor Agreement, as applicable, that in any way relates to the Trustee or the Collateral Trustee is subject to paragraphs (a), (b), (c), (d) and (df) of this Section 7.01. (f) No provision of this Indenture, the Security Documents and the Intercreditor Agreement, as applicable, will require the Trustee or the Collateral Trustee to expend or risk its own funds or incur any liability. Neither the Trustee nor the Collateral Trustee will be under any obligation to exercise any of its rights or powers under this Indenture, the Security Documents and the Intercreditor Agreement, as applicable, at the request of any Holders, unless such Holder has offered to the Trustee or the Collateral Trustee security or indemnity satisfactory to it against any loss, liability or expense. (g) Neither the Trustee nor the Collateral Trustee will be liable for interest on any money received by it except as the Trustee or the Collateral Trustee may agree in writing with the Partnership. Money held in trust by the Trustee or the Collateral Trustee need not be segregated from other funds except to the extent required by law.