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Common use of Duties of Trustee Clause in Contracts

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 12 contracts

Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in 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 Officers’ Certificates or opinions Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture. However; however, in the case of certificates any such Officers’ Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically provided for by any provision herein required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates such Officers’ Certificates and opinions which are specifically required to be delivered to the Trustee by any provision Opinions of this Indenture Counsel to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this This paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take the Notes in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Notes relating to Section 6.05 hereof.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes; (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs paragraph (a), (b), (c), (e) and (fc) of this Section.; (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation may refuse to perform any duty or exercise any of its rights and powers under this Indenture at the request of any Holders, right or power unless such Holder shall have offered to the Trustee security and it receives indemnity satisfactory to it against any losscost, liability or expense.; (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law; (g) No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it; (h) No bond or surety shall be required with respect to performance of the Trustee’s duties and powers; and (i) The paying agent, the registrar and the Authentication Agent shall be entitled to the protections, immunities and standard of care as are set forth in paragraphs (b), (c), (e), (f), (g) and (h) of this Section with respect to the Trustee.

Appears in 8 contracts

Samples: Senior Notes Indenture (Iron Mountain Inc), Senior Notes Indenture (Iron Mountain Inc), Senior Notes Indenture (Iron Mountain Inc)

Duties of Trustee. (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 Supplemental Indenture, 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 his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall will be determined solely by the express provisions of this Indenture, Supplemental Indenture and the Trustee need perform only those duties that are specifically set forth in this Supplemental Indenture and no others, and no implied covenants or obligations shall will be read into this Supplemental 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 Supplemental Indenture. However, but in the case of any such certificates or of opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture will be under a duty to examine the same to determine whether or not they conform to the requirements of this Supplemental Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall 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 negligent in ascertaining the pertinent facts; and (iii) the Trustee shall will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) Whether or not therein expressly so provided, every provision of this Supplemental Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this SectionSection and Section 7.02. (e) No provision of this Supplemental Indenture shall will require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall will be under no obligation to exercise any of its rights and powers under this Supplemental Indenture at the request of any Holders, unless such Holder shall Holders will have offered to the Trustee security and indemnity satisfactory to it against any loss, liability liability, cost or expenseexpense that might be incurred by it in compliance with such request or direction. (f) The Trustee shall will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 8 contracts

Samples: Supplemental Indenture (BALL Corp), Supplemental Indenture (BALL Corp), Tenth Supplemental Indenture (BALL Corp)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of willful misconduct 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 this Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 7 contracts

Samples: Indenture (Performance Food Group Co), Indenture (Performance Food Group Co), Indenture (Hilton Worldwide Holdings Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingknown to the Trustee (and is not cured), the Trustee shall exercise such of the its 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 man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that are specifically set forth in this Indenture or in the TIA and no others, and no implied covenants or obligations shall be read into implied in this Indenture against which bind the Trustee; and. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture are specifically required to be furnished to the Trustee to determine whether or not they conform in form to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section; (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation may refuse to perform any duty or exercise any of its rights and powers under this Indenture at the request of any Holders, right or power unless such Holder shall have offered to the Trustee it receives security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 7 contracts

Samples: Indenture (Circus Circus Enterprises Inc), Indenture (Circus Circus Enterprises Inc), Indenture (Circus Circus Enterprises Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture Indenture, the Security Documents or the Intercreditor Agreement at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 7 contracts

Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of willful misconduct 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 this Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 7 contracts

Samples: Indenture (Summit Materials, LLC), Indenture (Gates Industrial Corp PLC), Indenture (Summit Materials, LLC)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereofany provision of this Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (d) 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 (c), (e) and (f) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered and, if requested, provide to the Trustee security and or indemnity satisfactory to it against any claim, loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Company or Finance Co. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 7 contracts

Samples: Indenture (Atlas Resource Partners, L.P.), Indenture (Atlas Pipeline Partners Lp), Indenture (Atlas Pipeline Partners Lp)

Duties of Trustee. (a) If an Event of Default which the Trustee has, or is deemed to have, notice hereunder has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated thereintherein or otherwise verify the contents thereof). (c) The Trustee may not be relieved from 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 paragraphs paragraph (b) or (e) of this Section; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. (d) 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), (c), (e) and (fc) of this SectionSection and Section 7.02. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable Except for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust information provided by the Trustee need not be segregated from concerning the Trustee, the Trustee shall have no responsibility for any information in any prospectus or other funds except disclosure material distributed with respect to the extent required by lawNotes.

Appears in 6 contracts

Samples: Indenture (Mci Inc), Indenture (Mci Inc), Indenture (Intermedia Communications Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except With respect to the Trustee, except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from 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 paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall not be under no any obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Notes unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity satisfactory to it the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 6 contracts

Samples: Indenture (Realogy Group LLC), Indenture (Realogy Group LLC), Indenture (Realogy Group LLC)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing (and has not been cured or waived in accordance with the terms of this Indenture) with respect to Securities of any series, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to such Securities 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 his or her own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to Securities of any series: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that as are specifically set forth in this Indenture and no others, and ; no implied covenants or obligations shall be implied in or read into this Indenture against which are adverse to the Trustee; and any rights of the Trustee to take any action that is permitted, but not required, to be taken by this Indenture shall not be construed as an obligation or duty to do so; 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; provided, however, in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may shall not be relieved from liabilities liability 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 paragraphs paragraph (b) or (e) of this SectionSection 9.1; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 8.11 hereof. (d) Whether No provision of this Indenture shall require the Trustee to expend or not therein expressly so providedrisk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or at the request, every order or direction of the Holders or in the exercise of any of its rights or powers. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (ed), (f) and (fg) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseSection 9.1. (f) The Trustee shall not be liable for interest on any money assets received by it except as the Trustee may agree in writing with the CompanyCompany (including without limitation to the extent the Trustee receives funds prior to the interest payment date in order to comply with the provisions of Section 6.1). Money Assets held in trust by the Trustee need not be segregated from other funds assets except to the extent required by law. (g) The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. (h) 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 and to the provisions of the TIA.

Appears in 5 contracts

Samples: Indenture (Mohawk Industries Inc), Indenture (Mohawk Industries Inc), Indenture (Sally Beauty Holdings, Inc.)

Duties of Trustee. (a) If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise thereof as a prudent person Person would exercise or use under the circumstances in the conduct of his or her its own affairs. (b) Except during the continuance of a Default or an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that as are specifically set forth in this Indenture or the TIA and no othersduties, and no implied covenants covenants, responsibilities or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates (including Officers’ Certificates) or opinions (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of as to any certificates or opinions which are specifically provided for required by any provision herein of this Indenture to be delivered or provided to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of or mathematical calculations or other facts stated therein)therein or otherwise verify the contents thereof. (c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section;Section 7.01. (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.02, 6.04 or 6.05. (d) Whether No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not therein expressly so provided, every reasonably assured to it. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fd) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseSection 7.01. (f) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Company. Money Assets held in trust by the Trustee need not be segregated from other funds assets except to the extent required by law.

Appears in 5 contracts

Samples: Indenture (Huntsman CORP), Indenture (Huntsman CORP), Settlement Agreement (Huntsman CORP)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i1) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (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 certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.12. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. . (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Appears in 5 contracts

Samples: Indenture (Transocean Ltd.), Indenture (Transocean Ltd.), Indenture (Transocean Ltd.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (e) 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), (c) and (d) of this Section. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 5 contracts

Samples: Indenture (Wci Communities Inc), Indenture (Florida Lifestyle Management Co), Indenture (Wci Communities Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that as are expressly and specifically set forth in this Indenture and no otherscovenants, and no implied covenants duties or obligations whatsoever shall be read into implied under this Indenture against that are adverse to the Trustee; and. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions and such other documents delivered to it pursuant to Section 12.04 hereof furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture; provided that in the case of any such certificates or opinions which by any provision hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i1) this paragraph This subsection does not limit the effect of paragraphs subsection (b) or (e) of this Section;Section 7.01. (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.02, 6.04 or 6.05. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. The Trustee shall be under no obligation to exercise financial liability in the performance of any of its rights and powers duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall reasonably believe that repayment of such funds is not assured to it or it does not receive an indemnity that is, in its sole discretion, adequate against such risk, liability, loss, fee or expense which might be incurred by it in compliance with such request or direction. (e) Every provision of this Indenture that in any Holders, unless such Holder shall have offered way relates to the Trustee security is subject to subsections (a), (b), (c) and indemnity satisfactory to it against any loss, liability or expense(d) of this Section 7.01. (f) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the CompanyIssuer. Money Assets held in trust by the Trustee need not be segregated from other funds assets of the Trustee except to the extent required by law. (g) In the absence of bad faith, negligence or willful misconduct on the part of the Trustee, the Trustee shall not be accountable for the use of any of the Securities delivered hereunder or the proceeds thereof.

Appears in 5 contracts

Samples: Indenture (Light & Wonder, Inc.), Indenture (Scientific Games Corp), Indenture (Scientific Games Corp)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Notes unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 5 contracts

Samples: Indenture (Tops Holding Ii Corp), Indenture (Zayo Group Holdings, Inc.), Indenture (Tops Markets Ii Corp)

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as 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 (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 (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. The Trustee shall be under no 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 which are specifically provided for required by any provision herein hereof to be provided to it, the Trustee shall examine the form of certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. . (f) Money held in trust by the Trustee 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.

Appears in 5 contracts

Samples: Indenture (XPO Logistics, Inc.), Indenture (XPO Logistics, Inc.), Indenture (XPO Logistics, Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereofhereof or for exercising any trust power conferred upon the Trustee under this Indenture with respect to the Notes. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall will require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture or any related agreement at the request of any Holders, unless such Holder shall have has offered to the Trustee security and indemnity reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 5 contracts

Samples: Indenture (Maxcom Telecommunications Inc), Indenture (Maxcom Telecommunications Inc), Indenture (Maxcom Telecommunications Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing (and has not been cured or waived in accordance with the terms of this Indenture) with respect to Securities of any series, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to such Securities 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 his or her own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to Securities of any series: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that as are specifically set forth in this Indenture and no others, and ; no implied covenants or obligations shall be implied in or read into this Indenture against which are adverse to the Trustee; and any rights of the Trustee to take any action that is permitted, but not required, to be taken by this Indenture shall not be construed as an obligation or duty to do so; 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; provided, however, in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may shall not be relieved from liabilities liability 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 paragraphs paragraph (b) or (e) of this SectionSection 9.1; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 8.11 hereof. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. The Trustee shall be financial liability in the performance of any of its duties hereunder or to take or omit to take any action under no obligation to this Indenture or at the request, order or direction of the Holders or in the exercise of any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expensepowers. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 5 contracts

Samples: Senior Indenture (Mohawk Industries Inc), Senior Subordinated Indenture (Mohawk Capital Luxembourg SA), Senior Indenture (Mohawk Capital Luxembourg SA)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingknown to the Trustee (and is not cured), the Trustee shall exercise such of the its 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 man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that are specifically set forth in this Indenture or in the TIA and no others, and no implied covenants or obligations shall be read into implied in this Indenture against which bind the Trustee; and. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture are specifically required to be furnished to the Trustee to determine whether or not they conform in form to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section; (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (4) The Trustee shall comply with any order or directive of a Gaming Authority that the Trustee submit an application for any license, finding of suitability or other approval pursuant to any Gaming Law and will cooperate fully and completely in any proceeding related to such application. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation may refuse to perform any duty or exercise any of its rights and powers under this Indenture at the request of any Holders, right or power unless such Holder shall have offered to the Trustee it receives security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 5 contracts

Samples: Indenture (Circus Circus Enterprises Inc), Indenture (Circus Finance Ii), Indenture (Circus Finance Ii)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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 (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 4 contracts

Samples: Indenture (Mail Well Inc), Indenture (Mail Well Inc), Indenture (Remington Arms Co Inc/)

Duties of Trustee. Subject to the provisions of Trust Indenture Act Sections 315(a) through 315(d): (a) If if a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.; (b) Except except during the continuance of a Default or an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and (ii2) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).Indenture; (c) The the Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i1) this paragraph Subsection (c) does not limit the effect of paragraphs Subsection (b) or (e) of this SectionSection 601; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith faith, in accordance with a direction received by it pursuant of the Holders of a majority in principal amount of Outstanding Securities relating to Section 6.05 hereof.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power confirmed upon the Trustee under this Indenture; (d) Whether no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (e) whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs Subsections (a), (b), (c), ) and (ed) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.Section 601; and (f) The the Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Company. Money Assets held in trust by the Trustee need not be segregated from other funds assets except to the extent required by law.

Appears in 4 contracts

Samples: Exhibit (Sonic Automotive Clearwater Inc), Exhibit (Autobahn Inc), Exhibit (Sonic Automotive Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereofany provision of this Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (d) 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 (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any claim, loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyPartnership or El Paso Finance. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 4 contracts

Samples: Indenture (Gulfterra Energy Partners L P), Indenture (El Paso Energy Partners Deepwater LLC), Indenture (El Paso Energy Partners Lp)

Duties of Trustee. (a) If an Event of Default of which a Trust Officer has knowledge and 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of DefaultDefault of which a Trust Officer has knowledge and: (i1) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions orders furnished to the Trustee and conforming to the requirements of this IndentureIndenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically provided for by any provision herein required to be provided furnished to itthe Trustee, the Trustee shall examine the such certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs (b) or (e) of this SectionSection 7.1(b); (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.5; and (4) No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or 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) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (a), (b), (c), (e) and (fc) of this SectionSection 7.1. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Issuer. (f) Money held in trust by the Trustee 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 7.1.

Appears in 4 contracts

Samples: Indenture (Carvana Co.), Indenture (Carvana Co.), Indenture (Carvana Co.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 Article VI hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Notes unless such Holder shall the Holders have offered to the Trustee indemnity, security and indemnity and/or prefunding, reasonably satisfactory to it the Trustee, against any loss, liability liability, claim, or expense. (f) The Neither the Trustee nor the Paying Agent shall not be liable for interest on any money received by it except as the Trustee or Paying Agent may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 4 contracts

Samples: Indenture (Organon & Co.), Indenture (Organon & Co.), Indenture (Organon & Co.)

Duties of Trustee. Except to the extent, if any, provided otherwise in the TIA: (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, 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 his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the The Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered forwarded to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does shall not be construed to limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes taken or omits omitted to take be taken in good faith in accordance with the direction of the Holders of a direction received by majority in principal amount of the outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it pursuant shall have reasonable grounds for believing that repayment of such funds or indemnity against such risk or liability is not reasonably assured to Section 6.05 hereofit. (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates relating to the conduct or affecting the liability of or affording protection to the Trustee is shall be subject to paragraphs (a), (b), (c), (e) and (f) the provisions of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 4 contracts

Samples: Indenture (Cablevision Systems Corp /Ny), Indenture (Cablevision Systems Corp /Ny), Indenture (Rainbow Media Enterprises, Inc.)

Duties of Trustee. Subject to the provisions of Trust Indenture Act Sections 315(a) through 315(d): (a) If if a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.; (b) Except except during the continuance of a Default or an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and (ii2) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).Indenture; (c) The the Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i1) this paragraph Subsection (c) does not limit the effect of paragraphs Subsection (b) or (e) of this SectionSection 601; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith faith, in accordance with a direction received by it pursuant of the Holders of a majority in principal amount of Outstanding Securities relating to Section 6.05 hereof.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power confirmed upon the Trustee under this Indenture; (d) Whether no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (e) whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs Subsections (a), (b), (c), (e) and (fd) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.Section 601; and (f) The the Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Company. Money Assets held in trust by the Trustee need not be segregated from other funds assets except to the extent required by law.

Appears in 4 contracts

Samples: Indenture (Republic Services Inc), Indenture (Ingles Markets Inc), Exhibit (Tri R of Orlando Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security against loss, liability or expense satisfactory to the Trustee in its sole discretion. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically provided for by any provision herein required to be provided furnished to itthe Trustee, the Trustee shall examine the such certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this SectionSection 7.1; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.5. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this SectionSection 7.1. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. . (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) 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 7.1 and to the provisions of the TIA. (i) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (j) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity 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 4 contracts

Samples: Indenture (Venoco, Inc.), Indenture (Venoco, Inc.), Indenture (Venoco, Inc.)

Duties of Trustee. (a) If an Event one or more of the Events of Default has occurred and is continuingspecified in Section 7.01 with respect to the Securities of any series shall have happened, then, during the continuance thereof, the Trustee shall shall, with respect to such Securities, exercise such of the rights and powers vested in it by this Indenture Indenture, and shall 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default:, (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, 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, ; but in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts facts, statements, opinions or conclusions stated therein). (c) The None of the provisions of this Indenture shall be construed as relieving the Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own bad faith or willful misconduct, except that:, notwithstanding anything in this Indenture to the contrary, (i) this paragraph does Subsection shall not be construed to limit the effect of paragraphs Subsection (b) or (e) of this Section; (ii) the Trustee shall not be liable to any Holder of Securities or to any other Person for any error of judgment made in good faith by a Responsible OfficerOfficer or Responsible Officers of the Trustee, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable to any Holder of Securities or to any other Person with respect to any action taken or omitted to be taken by it takes or omits to take in good faith faith, in accordance with a the direction received of Securityholders given as provided in Section 7.06, relating to the time, method and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred upon it by it pursuant to Section 6.05 hereofthis Indenture. (d) Whether or not therein expressly so provided, every provision None of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Section. (e) No provision provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability. The Trustee shall be under no obligation to financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights and powers under or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (e) Whether or not therein expressly so provided, every provision of this Indenture at relating to the request conduct or affecting the liability of any Holders, unless such Holder shall have offered or affording protection to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except subject to the extent required by lawprovisions of this Section 10.02.

Appears in 4 contracts

Samples: Indenture (Shake Shack Inc.), Indenture (Shake Shack Inc.), Indenture (Shake Shack Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in 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 Officers’ Certificates or opinions Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture. However; however, in the case of certificates any such Officers’ Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically provided for by any provision herein required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates such Officers’ Certificates and opinions which are specifically required to be delivered to the Trustee by any provision Opinions of this Indenture Counsel to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this This paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take the Notes in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Notes relating to Section 6.05 hereof.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes; (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs paragraph (a), (b), (c), (e) and (fc) of this Section.; (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation may refuse to perform any duty or exercise any of its rights and powers under this Indenture at the request of any Holders, right or power unless such Holder shall have offered to the Trustee security and it receives indemnity satisfactory to it against any loss, liability or expense.; (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law; (g) No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it; and (h) The paying agent, the registrar and the Authentication Agent shall be entitled to the protections, immunities and standard of care as are set forth in paragraphs (b), (c), (e), (f) and (g) of this Section with respect to the Trustee.

Appears in 4 contracts

Samples: Senior Indenture (Iron Mountain Inc), Senior Indenture (Iron Mountain Inc), Senior Indenture (Iron Mountain Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants covenants, duties or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of gross negligence, willful misconduct 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 this Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may 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: (i) this paragraph (c) does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01 and Section 7.02(f). (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders unless such Holder shall the Holders have offered to the Trustee indemnity and/or security and indemnity satisfactory to it the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 4 contracts

Samples: Indenture (Clarios International Inc.), Indenture (Clarios International Inc.), Indenture (Clarios International Inc.)

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge and after the curing of all such Events of Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of with respect to certificates or opinions which are specifically provided for required by any provision herein hereof to be provided furnished to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need Indenture; provided, however, that the Trustee shall not confirm or investigate be responsible for the accuracy or content of mathematical calculations any resolution, certificate, statement, opinion, report, document, order or other facts stated therein)instrument furnished to it hereunder. (c) The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconductmisconduct (in each case, as determined in a final and non-appealable decision by a court of competent jurisdiction), except that: (i) this paragraph (c) does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved proved, in a final and non-appealable decision by a court of competent jurisdiction, that the Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall will require the Trustee to expend or risk its own funds or incur any liabilityliability for the performance of any of its duties hereunder or the exercise of any of its rights or powers. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have has offered to the Trustee security and indemnity satisfactory to it the Trustee against any loss, liability or expense. (fe) The Trustee shall not be liable for interest on on, and will not be obligated to invest, any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 4 contracts

Samples: Indenture (Coty Inc.), Indenture (Coty Inc.), Indenture (Coty Inc.)

Duties of Trustee. (a) If an a Default or Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances same circumstances. The Trustee shall not be deemed to have actual knowledge of any Default or Event of Default unless written notice of any event which is in fact such a default is received by the conduct Trustee at the Corporate Trust Office of his or her own affairsthe Trustee, and such notice references the Notes and this Indenture. (b) Except during the continuance of a Default or an Event of DefaultDefault of which a Responsible Officer of the Trustee has actual knowledge: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that are specifically expressly set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. HoweverIndenture but, in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate, subject to the requirement in the preceding sentence, if applicable. (c) The Trustee may not be relieved from liabilities 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 paragraphs subsection (b) or (e) of this Section;Section 7.01. (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereofthe terms of this Indenture. (d) 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), (c), (e) and (f) of this Section. (e4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. financial liability in the performance of any of its rights, powers or duties. (d) Whether or not therein expressly so provided, subsections (a), (b), (c) and (e) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee. (e) The Trustee shall be under no obligation to exercise any of its the rights and or powers under vested in it by this Indenture at the request or direction of any Holdersof the Holders pursuant to this Indenture, unless such Holder Holders shall have offered fully indemnified the Trustee to the Trustee security satisfaction of the Trustee, against the costs, expenses and indemnity satisfactory to liabilities which might be incurred by it against any lossin compliance with such request or direction (including, liability or expensebut not limited to, the fees and disbursements of agents and attorneys). (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

Appears in 4 contracts

Samples: Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith gross negligence 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Notes unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 4 contracts

Samples: Indenture (Nielsen Holdings PLC), Indenture (Nielsen Holdings PLC), Indenture (Nielsen Holdings PLC)

Duties of Trustee. (a) If an Event of Default with respect to the Notes of any series has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to the Notes of any series: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph Section 7.01(c) does not limit the effect of paragraphs (b) or (e) of this SectionSection 7.01(b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability, financial or otherwise, 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 indemnity satisfactory to it against such risk or liability is not assured to it. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Notes of any series unless the Holders of the Notes of such Holder shall series have offered to the Trustee indemnity or security and indemnity reasonably satisfactory to it the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 4 contracts

Samples: Base Indenture (Dell Technologies Inc.), Base Indenture (Dell Technologies Inc), Base Indenture (Denali Holding Inc.)

Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the same circumstances in the conduct of his or her own affairs. The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. (b) Except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. HoweverIndenture but, in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate, subject to the requirement in the preceding sentence, if applicable. (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section;Section 7.01. (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officerfaith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 the terms hereof. (d) 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), (c), (e) and (f) of this Section. (e4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. financial liability in the performance of any of its rights, powers or duties 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) Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (e) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee. (e) The Trustee shall be under no obligation to exercise any of its the rights and or powers under vested in it by this Indenture at the request or direction of any Holdersof the Holders pursuant to this Indenture, unless such Holder Holders shall have offered to the Trustee security and or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it against any loss, liability in compliance with such request or expensedirection. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyCompany or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

Appears in 3 contracts

Samples: Indenture (Imc Global Inc), Indenture (Imc Global Inc), Indenture (General Cable Corp /De/)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied duties, covenants or obligations shall be read into this Indenture against the Trustee, where duties and obligations shall be determined solely by the express provisions of this Indenture; and (ii) in the absence of bad faith willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); provided, that the Trustee shall not be responsible for the content of legal opinion letters, whether delivered to it or on its behalf. (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.6.05; and (div) 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), (c), (e) and (f) of this Section. (e) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any liability. The Trustee shall be under no obligation to of its duties hereunder or in the exercise of any of its rights and powers under or powers. (d) Every provision of this Indenture at the request of that in any Holders, unless such Holder shall have offered way relates to the Trustee security is subject to clauses (a), (b) and indemnity satisfactory to it against any loss, liability or expense(c) of this Section 7.01. (fe) The Trustee shall not be liable for interest or payment of interest on any money received by it except as the Trustee may agree in writing with the Company. Issuer, and the Trustee disclaims any obligation to otherwise manage such money. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) The Trustee shall not be deemed to have notice of a Default or an Event of Default unless a Trust Officer of the Trustee has received written notice thereof (in accordance with the notice provisions of this Indenture) from the Issuer or any Holder and such notice references the Notes and this Indenture. (h) The Trustee shall not be precluded from entering into transactions with any other party hereto that are separate from those contemplated under this Indenture.

Appears in 3 contracts

Samples: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i1) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith negligence or wilful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act or its own willful misconductwilful misconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that: (i1) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur otherwise Incur financial liability in the performance of any liability. The Trustee shall be under no obligation to of its duties hereunder or in the exercise of any of its rights and powers under this Indenture at the request of any Holdersor powers, unless such Holder if it shall have offered reasonable grounds to the Trustee security and believe that repayment of such funds or adequate indemnity satisfactory against such risk or liability is not assured to it against any loss, liability or expenseit. (fe) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. . (f) Money held in trust by the Trustee 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 and to the provisions of the TIA.

Appears in 3 contracts

Samples: Indenture (CBL & Associates Limited Partnership), Indenture (CBL & Associates Limited Partnership), Indenture (CBL & Associates Limited Partnership)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that are specifically set forth in this Indenture and the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and. To the extent of any conflict between the duties of the Trustee hereunder and under the TIA, the TIA shall control. (ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 6.5 hereof. (d) 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 (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 3 contracts

Samples: Indenture (National Oilwell Inc), Indenture (National Oilwell Inc), Indenture (National Oilwell Inc)

Duties of Trustee. (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 skill, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during Prior to the continuance occurrence of an Event of DefaultDefault and after the curing or waiving of all Events of Defaults that may have occurred: (i) the duties of the Trustee shall will be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall will examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform are in a form that conforms to the requirements of this Indenture (but need not confirm or investigate investigate, and may rely exclusively upon, the accuracy of mathematical calculations or other facts facts, statements, opinions or conclusions stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs subsection (b) or (e) of this Section; (ii) the Trustee shall 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 negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall will not be liable liable, in any event, with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof7.05, or a direction from the Holders of a majority in principal amount of the outstanding Notes concerning the exercise of any right, trust or power conferred upon the Trustee; and (iv) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs subsections (a), (b), and (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall will be under no obligation to exercise any of its rights and powers under this Indenture at the request or direction of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) The Trustee is hereby authorized and directed to execute and deliver each Indenture Document or Collateral Document to which it is a party.

Appears in 3 contracts

Samples: Indenture (CURO Group Holdings Corp.), Indenture (CURO Group Holdings Corp.), Indenture (CURO Group Holdings Corp.)

Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the same circumstances in the conduct of his or her such person's own affairs. (b) Except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; andIndenture. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. HoweverIndenture but, in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations calculations, the accuracy of the signatures or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section;Section 7.01. (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officerfaith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereofthe terms of Sections 6.04 and 6.05. (d) 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), (c), (e) and (f) of this Section. (e4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. The Trustee shall be under no obligation to exercise financial liability in the performance of any of its rights and rights, powers under this Indenture at the request of any Holders, unless such Holder or duties if it shall have offered to the Trustee security and reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expenseis not reasonably assured to it. (fd) Whether or not therein expressly so provided, paragraphs (a), (b) and (c) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee; provided that the Trustee's conduct does not constitute gross negligence or bad faith. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

Appears in 3 contracts

Samples: Indenture (Massey Energy Co), Indenture (3019693 Nova Scotia U.L.C.), Indenture (Ipsco Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing (which is known to the Trustee), the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The the Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph Section 7.01(c) does not limit the effect of paragraphs (b) or (e) of this SectionSection 7.01(b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officerfaith, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 6.06 hereof. (d) 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), (c), (e) and (f) the provisions of this SectionArticle 7. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holdersof the Holders of the Notes, unless such Holder shall the Holders have offered offered, and if requested, provided to the Trustee indemnity or security and indemnity satisfactory to it the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 3 contracts

Samples: Indenture (American Airlines, Inc.), Indenture (Hawaiian Holdings Inc), Indenture (Delta Air Lines, Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of willful misconduct 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 this Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 3 contracts

Samples: Indenture (Prestige Brands Holdings, Inc.), Indenture (TC3 Health, Inc.), Indenture (Prestige Brands Holdings, Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing with respect to any series of Notes, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith willful misconduct or negligence 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 3 contracts

Samples: Indenture (Hilton Worldwide Holdings Inc.), Indenture (Hilton Worldwide Holdings Inc.), Indenture (Hilton Worldwide Holdings Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersthe Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon resolutions, statements, instruments, notices, directions, certificates or and/or opinions furnished to the Trustee and conforming on their face to the requirements of this Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee may (but shall in no way be obligated to) make further inquiry or investigation into such facts or materials as it sees fit. (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or bad faith or its own willful misconduct, except that: (i) this paragraph does subsection (c) shall not be construed to limit the effect of paragraphs subsection (b) or (e) of this SectionSection 7.1; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee 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 of the Holders of at least 30% in the principal amount of the outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture or believed by it pursuant to Section 6.05 hereofbe authorized or permitted by this Indenture. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Issuer. (e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by lawlaw and except for money held in trust under Article 8. (f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk 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 shall be subject to the provisions of Article 7.

Appears in 3 contracts

Samples: Indenture (Alcoa Corp), Indenture (Alcoa Corp), Indenture (Alcoa Corp)

Duties of Trustee. (a) If an Event of Default has occurred (and is continuinghas not been cured), the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations calculation or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision Subject to this Article 7, whether or not an Event of this Indenture shall require Default has occurred and is continuing, the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its the rights and or powers under this Indenture at the request or direction of any Holders, Holder or Holders of the Notes unless such Holder shall or Holders have offered to the Trustee indemnity or security and indemnity satisfactory to it the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 3 contracts

Samples: Indenture (Communications Sales & Leasing, Inc.), Indenture (Communications Sales & Leasing, Inc.), Indenture (Communications Sales & Leasing, Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, and shall be protected in acting or refraining from acting upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Companyan Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 3 contracts

Samples: Indenture (Calumet, Inc. /DE), Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (f) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Notes unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by lawlaw or as the Trustee may agree in writing with the Issuer.

Appears in 3 contracts

Samples: Indenture (Clear Channel Communications Inc), Indenture (CC Media Holdings Inc), Indenture (C C Media Holdings Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 3 contracts

Samples: Indenture (J Crew Group Inc), Indenture (J Crew Group Inc), Restructuring Support Agreement (J Crew Group Inc)

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as 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 (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 (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. The Trustee shall be under no 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 which are specifically provided for required by any provision herein hereof to be provided to it, the Trustee shall examine the form of certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Issuer. (f) Money held in trust by the Trustee 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.

Appears in 3 contracts

Samples: Indenture (SeaWorld Entertainment, Inc.), Indenture (SeaWorld Entertainment, Inc.), Indenture (SeaWorld Entertainment, Inc.)

Duties of Trustee. (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 Supplemental Indenture, 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 his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall will be determined solely by the express provisions of this Indenture, Supplemental Indenture and the Trustee need perform only those duties that are specifically set forth in this Supplemental Indenture and no others, and no implied covenants or obligations shall will be read into this Supplemental 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 Supplemental Indenture. However, but in the case of any such certificates or of opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture will be under a duty to examine the same to determine whether or not they conform to the requirements of this Supplemental Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall 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 negligent in ascertaining the pertinent facts; and (iii) the Trustee shall will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) Whether or not therein expressly so provided, every provision of this Supplemental Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this SectionSection and Section 7.02. (e) No provision of this Supplemental Indenture shall will require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall will be under no obligation to exercise any of its rights and powers under this Supplemental Indenture at the request of any Holders, unless such Holder shall will have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 3 contracts

Samples: Eighth Supplemental Indenture (Ball Corp), Seventh Supplemental Indenture (Ball Corp), Fifth Supplemental Indenture (Ball Corp)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Notes unless such Holder shall the Holders have offered to the Trustee reasonable indemnity or security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 3 contracts

Samples: Indenture (Nationstar Sub1 LLC), Indenture (Nielsen CO B.V.), Indenture (Nationstar Sub2 LLC)

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as 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 (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 (ii) in the absence of bad faith willful misconduct or negligence 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 Trustee shall be under no 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 which are specifically provided for required by any provision herein hereof to be provided to it, the Trustee shall examine the form of certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Issuers. (f) Money held in trust by the Trustee 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.

Appears in 3 contracts

Samples: Indenture (ADT Inc.), Indenture (ADT, Inc.), Indenture (ADT, Inc.)

Duties of Trustee. (a) If an Event of Default has occurred ----------------- and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person's own affairs. (b) Except during the continuance of an Event of Default: Default of which a Trust Officer has actual knowledge: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 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, ; provided that in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee that by any provision of this Indenture are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except ; provided that: : (i) this paragraph does (c) shall not limit the effect of paragraphs paragraph (b) or (e) of this Section; Section 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) Whether or Money held in trust by the Trustee need not therein expressly so provided, every provision of this Indenture that in any way relates be segregated from other funds except to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Sectionextent required by law. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. The Trustee shall be under no obligation to financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights and powers under this Indenture at the request of any Holdersor powers, unless such Holder if it shall have offered reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not reasonably assured to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseit. (f) The Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except subject to the extent required by lawprovisions of this Article VII and to the provisions of the Trust Indenture Act.

Appears in 3 contracts

Samples: Indenture (McLeod Inc), Indenture (McLeodusa Inc), Indenture (McLeodusa Inc)

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersimplied covenants, and no implied covenants duties or obligations shall be read into this Indenture against the TrusteeTrustee (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 (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. The Trustee shall be under no 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 which are specifically provided for required by any provision herein hereof to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. . (f) Money held in trust by the Trustee 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.

Appears in 3 contracts

Samples: Indenture (Caesars Entertainment, Inc.), Indenture (Caesars Entertainment, Inc.), Indenture (Caesars Entertainment, Inc.)

Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this the 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 his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; andIndenture. (ii) in In the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. Howeverthe Indenture but, in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of the Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate, subject to the requirement in the preceding sentence, if applicable. (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this This paragraph does not limit the effect of paragraphs (b) or (e) of this Section;Section 7.01(b). (ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer or Responsible Officers of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction of the Holders of a majority in aggregate principal amount of the Notes received by it pursuant to Section 6.05 the terms hereof. (iv) No provision of the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties 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) Whether or not therein expressly so provided, Section 7.01(a), (b), (c) and (e) shall govern every provision of this the Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this SectionTrustee. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its the rights and or powers under this vested in it by the Indenture at the request or direction of any Holdersof the Holders pursuant to the Indenture, unless such Holder Holders shall have offered to the Trustee security and or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it against any loss, liability or expensein compliance with such request. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

Appears in 2 contracts

Samples: Indenture (Spansion Inc.), Indenture (Spansion Inc.)

Duties of Trustee. (a1) If an Event of Default has occurred and is continuingcontinuing (and has not been cured or waived in accordance with the terms of this Indenture), 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 his or her such person’s own affairs. (b2) Except during the continuance of an Event of Default: (ia) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (iib) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, but in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). This Section 6.1(2) shall be in lieu of Section 315(a) of the Trust Indenture Act and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act. (c3) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (ia) this paragraph (3) does not limit the effect of paragraphs paragraph (b) or (e2) of this SectionSection 6.1; (iib) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iiic) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof5.12. Subparagraphs (3)(a), (b) and (c) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the Trust Indenture Act and such Sections 315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act. (d4) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a1), (b), (c), (e2) and (f3) of this SectionSection 6.1. (e5) No provision of this Indenture shall require the The Trustee may refuse to expend perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, financial liability unless such Holder shall have offered to the Trustee security and it receives indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee (acting in any capacity hereunder) shall be under no liability for interest on any money received by it hereunder unless otherwise agreed in writing with the Company.

Appears in 2 contracts

Samples: Indenture (Cit Group Inc), Indenture (CIT Group Funding CO of Canada)

Duties of Trustee. The duties and responsibilities of the Trustee shall be as provided by the TIA and as set forth herein. (a) If an Event of Default 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 thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the TIA and the Trustee need perform only those duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be implied in or read into this Indenture 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 or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However; provided, however, in the case of any such certificates or opinions furnished to the Trustee which by the provisions hereof are specifically provided for by any provision herein furnished to be provided to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i1) this paragraph clause (c) does not limit the effect of paragraphs clause (b) or (e) of this SectionSection 7.01; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. The Trustee shall be under no obligation to exercise of any of its rights or powers under this Indenture or the Collateral Agreements at the request, order or direction of any Holders unless such Holders have offered to the Trustee security and indemnity reasonably satisfactory to the Trustee against the costs and expenses which may be incurred by it in compliance with such request, order or direction. (e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (a), (b), (c), (e) and (fd) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseSection 7.01. (f) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Company. Money and assets held in trust by the Trustee need not be segregated from other funds or assets held by the Trustee except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Viskase Companies Inc), Indenture (Viskase Companies Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the form requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture or the Security Documents at the request or direction of any Holders, of the Holders of the Notes unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Cogent Communications Holdings, Inc.), Indenture

Duties of Trustee. (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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs (b) or (e) of this Section; (ii1) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii2) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs clauses (a), (b), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision Subject to this Article 7, if an Event of this Indenture shall require Default occurs and is continuing, the Trustee to expend or risk its own funds or incur any liability. The Trustee shall will be under no obligation to exercise any of its the rights and or powers under this Indenture Indenture, the Notes and the Guarantees at the request or direction of any Holders, of the holders unless such Holder shall holders have offered to the Trustee indemnity or security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. The permissive rights or powers of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee.

Appears in 2 contracts

Samples: Senior Notes Indenture (Hanesbrands Inc.), Senior Notes Indenture (Hanesbrands Inc.)

Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the same circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; andIndenture. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. HoweverIndenture but, in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations calculations, the accuracy of the signatures or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section;Section 7.01. (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officerfaith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereofthe terms of Sections 6.04 and 6.05. (d) 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), (c), (e) and (f) of this Section. (e4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. The Trustee shall be under no obligation to exercise financial liability in the performance of any of its rights and rights, powers under this Indenture at the request of any Holders, unless such Holder or duties if it shall have offered to the Trustee security and reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against any loss, such risk or liability or expenseis not reasonably assured to it. (fd) Whether or not therein expressly so provided, paragraphs (a), (b) and (c) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee; provided that the Trustee’s conduct does not constitute gross negligence or bad faith. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

Appears in 2 contracts

Samples: Indenture (Ipsco Inc), Indenture (Massey Energy Co)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her own such Persxx'x xwn affairs. (b) Except during the continuance of an Event of Default: (i1) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.5. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this SectionSection and to the provisions of the TIA. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk 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 shall be subject to the provisions of this Section and to the provisions of the TIA.

Appears in 2 contracts

Samples: Indenture (Chief Auto Parts Inc), Indenture (Chief Auto Parts Inc)

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as 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 (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 (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. The Trustee shall be under no 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 which are specifically provided for required by any provision herein hereof to be provided to it, the Trustee shall examine the form of certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. . (f) Money held in trust by the Trustee 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 the TIA.

Appears in 2 contracts

Samples: Indenture (Enpro Industries, Inc), Indenture (Enpro Industries, Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i1) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersimplied duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereofthe terms of this Indenture. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. . (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. (h) 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 the provisions of this Article VII shall apply to the Trustee in its role as Registrar, Paying Agent and Notes Custodian.

Appears in 2 contracts

Samples: Indenture (Lamb Weston Holdings, Inc.), Indenture (Lamb Weston Holdings, Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereofany provision of this Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (d) 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 (c), (e) and (f) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered and, if requested, provide to the Trustee security and or indemnity satisfactory to it against any claim, loss, liability or expense.. Back to Contents (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Company or Finance Co. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Atlas Pipeline Partners Lp), Indenture (Atlas Pipeline Holdings, L.P.)

Duties of Trustee. (a) If an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to Securities of such series 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 its exercise, as a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to any series of Securities: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture with respect to the Securities of such series and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may with respect to the Securities of such series 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 which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable to Holders of Securities of a series with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from Holders of Securities of such series pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Companyan Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (f) Subject to Section 7.01(a), no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Appears in 2 contracts

Samples: Indenture (Access Permian Midstream LLC), Indenture (Chesapeake MLP Operating LLC)

Duties of Trustee. (a) If Prior to the time when the occurrence of an Event of Default becomes known to a Responsible Officer of the Trustee and after the curing or waiving of all such Events of Default with respect to a series of Securities that may have occurred: (1) the Trustee with respect to the Securities of any series undertakes to perform such duties and obligations and only such duties and obligations as are specifically set forth in this Indenture, and no implied duties, covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); and (b) In case 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, 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 his or her own affairs. (bc) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any No provision of this Indenture shall be construed to determine whether or not they conform to relieve the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i1) this paragraph does Subsection shall not be construed to limit the effect of paragraphs Subsection (b) or (ea) of this Section; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer or Responsible Officers of the Trustee, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by majority in principal amount of the Outstanding Securities of any series, determined as provided in Sections 101, 104 and 512, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it pursuant shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to Section 6.05 hereofit. (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates relating to the conduct or affecting the liability of or affording protection to the Trustee is shall be subject to paragraphs (a), (b), (c), (e) and (f) the provisions of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Main Street Capital CORP), Indenture (Main Street Capital CORP)

Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall will exercise such of the rights and powers vested in it by under 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i1) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersIndenture, and no implied covenants or obligations shall be read into this Indenture 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 or opinions furnished to the Trustee and conforming to the requirements of this Indenture. HoweverIndenture but, in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts facts, statements, opinions or conclusions stated therein). (c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, its own bad faith or its own willful misconduct, except that: (i1) this paragraph does not limit the effect of paragraphs clause (b) or (ed) of this SectionSection 6.01; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer or Responsible Officers of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant of the Holders of a majority in aggregate principal amount of the outstanding Notes of any series, determined as provided herein, relating to Section 6.05 hereofthe time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes of such series. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. The Trustee shall be under no obligation to financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights and powers under this Indenture at the request of any Holdersor powers, unless such Holder if it shall have offered to the Trustee security and reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against any losssuch risk or liability is not reasonably assured to it. (e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct of, affecting the liability of, or expenseaffording protection to, the Trustee shall be subject to the provisions of this Section 6.01. (f) The Trustee shall not be liable for interest or earnings on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law. (g) The Trustee shall not be responsible for the application of any money by any Paying Agent other than the Trustee.

Appears in 2 contracts

Samples: Indenture (British American Tobacco p.l.c.), Indenture (Reynolds American Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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 (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder the Trustee shall have offered to the Trustee received security and indemnity satisfactory to it in its sole discretion against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Dominos Inc), Indenture (Dominos Pizza Government Services Division Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, and is actually known or notified in writing to a Trust Officer, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i1) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates certificates, opinions or opinions orders furnished to the Trustee and conforming to the requirements of this IndentureIndenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically provided for by any provision herein required to be provided furnished to itthe Trustee, the Trustee shall examine the such certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs (b) or (e) of this SectionSection 7.1(b); (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.5; and (4) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or 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) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) this Section 7.1 and (f) of this SectionSection 7.2. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Issuer. (f) Money held in trust by the Trustee 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 7.1.

Appears in 2 contracts

Samples: Indenture (Thor Industries Inc), Indenture (Owens & Minor Inc/Va/)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and is actually known to the Trustee (as provided in Section 7.02(g)), 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 its exercise, as a prudent person would exercise or use under the similar circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default:Default actually known to the Trustee (as provided in Section 7.02(g)): (i1) the duties of the Trustee shall will be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (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 (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. The Trustee shall be under no 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 which are specifically provided for required by any provision herein hereof to be provided to it, the Trustee shall will examine the form of certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii2) the Trustee shall 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 (iii3) the Trustee shall will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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 (c), (e) and (f) of this SectionSection 7.01. (e) No provision of this Indenture shall will require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall Holders have offered offered, and if requested, provided to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) The Trustee shall have no responsibility to take any action with regard to any report, certificate or other information delivered to the Trustee pursuant to this Indenture except as is set forth in this Indenture. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee will be subject to the provisions of this Article 7.

Appears in 2 contracts

Samples: Indenture (HighPeak Energy, Inc.), Indenture (HighPeak Energy, Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of willful misconduct 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 this Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not investigate or confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01 and Section 7.02(f). (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity satisfactory to it the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Alight Group, Inc.), Indenture (Alight Inc. / DE)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture 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 his or her own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to the Securities of any series: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the TIA and the Trustee need perform only those duties that are specifically set forth in this Indenture or the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall be under a duty to examine the certificates and opinions which are specifically required to be delivered furnished to the Trustee by any provision of this Indenture it to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts or conclusions stated therein). (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs (b) or (e) of this SectionSection 7.1; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officeran officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 6.4 hereof. (d) 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), (c), (e) and (f) of this SectionSection 7.1. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights and powers under this Indenture at the request of any Holders, unless such Holder if the Trustee shall have offered reasonable grounds to the Trustee believe that its repayment of such funds or security and indemnity satisfactory to it against any such loss, liability or expenseexpense is not reasonably assured to it. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to funds. (g) The Trustee shall not be charged with knowledge of any Event of Default unless written notice of such Event of Default or any event which is in fact such a default is received by the extent required Trustee at the Corporate Trust Office of the Trustee and such notice references the Securities of the series affected by lawsuch Event of Default and this Indenture.

Appears in 2 contracts

Samples: Indenture (WestRock Co), Indenture (WestRock Co)

Duties of Trustee. (a) If an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to the Securities of any series: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph Section 7.01(c) does not limit the effect of paragraphs (b) or (e) of this SectionSection 7.01(b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability, financial or otherwise, 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 indemnity satisfactory to it against such risk or liability is not assured to it. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Securities of any series unless the Holders of the Securities of such Holder shall series have offered to the Trustee indemnity or security and indemnity reasonably satisfactory to it the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Base Indenture (Dell Technologies Inc.), Base Indenture (Dell International L.L.C.)

Duties of Trustee. (a) If an Event of a Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of a Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that as are specifically set forth in this Indenture and no others, herein and no implied covenants duties, covenants, responsibilities or obligations shall be read into this Indenture against the Trustee; and. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates (including Officers’ Certificates) or opinions (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall be under a duty to examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts facts, statements, opinions or conclusions stated therein). (c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liabilities 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 paragraphs (b) or (ed) of this Section;Section 8.01. (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof7.12. (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds is not assured to it or adequate indemnity against such risk or liability. (e) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseSection 8.01. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Subordinated Notes Indenture (First Midwest Bancorp Inc), Subordinated Notes Indenture (First Midwest Bancorp Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, but in the case of any such certificates or of opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (f) of this SectionSection and Section 7.02. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Genco Shipping & Trading LTD), Indenture (Ball Corp)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to the Notes: (i1) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this the Indenture and no otherswith respect to the Notes, and no implied covenants or obligations shall be read into this the Indenture against the Trustee; and (ii2) in the absence of bad faith on its part, the Trustee may may, with respect to Notes, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this the Indenture. However, ; but in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default with respect to the Notes has occurred and is continuing, the Trustee shall exercise with respect to the Notes such of the rights and powers vested in it by the Indenture and any indenture supplemental hereto or Board Resolution relating to the Notes, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (c) The No provision of the Indenture shall be construed to relieve the Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i1) this paragraph does Subsection shall not be construed to limit the effect of paragraphs Subsection (b) or (ea) of this Section; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by majority in principal amount of the outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Indenture with respect to the Notes; and (4) no provision of the Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it pursuant shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to Section 6.05 hereofit. (d) Whether or not therein expressly so provided, every provision of this the Indenture that in any way relates relating to the conduct or affecting the liability of or affording protection to the Trustee is shall be subject to paragraphs (a), (b), (c), (e) and (f) the provisions of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Dana Inc), Indenture (Dana Holding Corp)

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. (b) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (bc) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as 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 (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 (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. The Trustee shall be under no 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 which are specifically provided for required by any provision herein hereof to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (cd) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. (de) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseSection 7.01. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Issuers. (g) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (h) 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 and to the provisions of the TIA.

Appears in 2 contracts

Samples: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers expressly vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereofunder this Indenture. (d) 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), (c), (e) and (f) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Notes unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity reasonably satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Petco Holdings Inc), Indenture (Petco Holdings Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i1) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii2) in the absence of bad faith negligence or wilful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act or its own willful misconductwilful misconduct as determined by a final non-appealable order of a court of competent jurisdiction, except that: (i1) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur otherwise Incur financial liability in the performance of any liability. The Trustee shall be under no obligation to of its duties hereunder or in the exercise of any of its rights and powers under this Indenture at the request of any Holdersor powers, unless such Holder if it shall have offered reasonable grounds to the Trustee security and believe that repayment of such funds or adequate indemnity satisfactory against such risk or liability is not assured to it against any loss, liability or expense.it. 0000-0000-0000 (fe) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. . (f) Money held in trust by the Trustee 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 and to the provisions of the TIA.

Appears in 2 contracts

Samples: Indenture (CBL & Associates Limited Partnership), Indenture

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as 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 (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 (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. The Trustee shall be under no 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 which are specifically provided for required by any provision herein hereof to be provided to it, the Trustee shall examine the form of certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. it. (f) Money held in trust by the Trustee 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 the TIA.

Appears in 2 contracts

Samples: Indenture (MULTI COLOR Corp), Indenture (MULTI COLOR Corp)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Notes unless such Holder shall the Holders have offered to the Trustee security and indemnity reasonably satisfactory to it the Trustee against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (DJO Finance LLC), Indenture (DJO Finance LLC)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (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 as duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, or the Notes 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 certificates, opinions or opinions orders furnished to the Trustee and conforming to the requirements of this IndentureIndenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically provided for by any provision herein required to be provided furnished to itthe Trustee, the Trustee shall examine the such certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.1; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.6.5; and (d) Whether No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or 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 therein expressly so provided, every reasonably assured to it. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fd) of this SectionSection 7.1. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Ladder Capital Corp), Indenture (Ladder Capital Corp)

Duties of Trustee. (a) If In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as that a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, the Notes 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 certificates, opinions or opinions orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which provisions hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts facts, statements, opinions or conclusions stated therein). (c) The Trustee may not be relieved from liabilities liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs (b) or (ed) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any liability. The Trustee shall be under no obligation to of its duties hereunder or thereunder or in the exercise of any of its rights and powers under this Indenture at the request of any Holdersor powers, unless such Holder if it shall have offered reasonable grounds to the Trustee security and believe that repayment of such funds or adequate indemnity satisfactory against such risk or liability is not reasonably assured to it against any loss, liability or expenseit. (fe) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Issuers. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.

Appears in 2 contracts

Samples: Indenture (Yum Brands Inc), Indenture (Yum Brands Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, of which a Responsible Officer of the Trustee has received written notice, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for required by any provision herein hereof to be provided furnished to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)) and shall be entitled to seek advice from legal counsel in relation thereto. (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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), (c), (e) and (f) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Senior Indenture (Aptiv Corp), Subordinated Indenture (Aptiv Corp)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall may exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care and skill in their its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which are specifically provided for that by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section;Section 7.01. (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.02, 6.04 or 6.05. (d) Whether No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not therein expressly so provided, every reasonably assured to it. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fd) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights Section 7.01 and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseSection 7.02. (f) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Company. Money Assets held in trust by the Trustee need not be segregated from other funds assets except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Magnum Hunter Resources Inc), Indenture (T Sf Communications Corp)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice shall have been given to the Trustee in accordance with the terms of this Indenture, 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 its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person's own affairs. (b) Except during the continuance of an Event of DefaultDefault of which a Responsible Officer of the Trustee has actual knowledge or of which written notice shall have been given to the Trustee in accordance with the terms of this Indenture: (i1) the duties of the Trustee shall will be determined solely by the express provisions of this Indenture, Indenture and the Collateral Documents to which the Trustee is a party and the Trustee need perform only those duties that are specifically set forth in this Indenture and the Collateral Documents to which the Trustee is a party and no others, and no implied covenants or obligations shall be read into this Indenture or the Collateral Documents to which the Trustee is a party 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 or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall will examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform on their face to the requirements of this Indenture (but need shall not confirm or investigate verify the accuracy of mathematical calculations or other facts stated therein)contents thereof. (c) The Trustee may not be relieved from 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, and shall not be construed to, limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii2) the Trustee shall 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 negligent in ascertaining the pertinent facts; and; (iii3) the Trustee shall will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof; and (4) the Trustee shall not be required to examine any of the reports, information or documents delivered to it under this Indenture to determine whether there has been any breach of the covenants of the Company contained herein, except that if any breach or default is expressly stated in any such reports, information or documents, the Trustee shall be deemed to have actual knowledge of such breach or default. (d) 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 (c), (e) and (f) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (American Real Estate Partners L P), Indenture (Stratosphere Leasing, LLC)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing with respect to the Notes, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to the Notes: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no othersthe Trustee shall not be liable except for the performance of such duties and obligations 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 any 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), ) and (e) and (f) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend extend or risk its own funds or otherwise incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, financial liability unless such Holder shall have offered to the Trustee security and it receives indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money Amounts held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any amounts received by it hereunder except as otherwise agreed in writing with the Company.

Appears in 2 contracts

Samples: Indenture (Orbital Atk, Inc.), Indenture (Alliant Techsystems Inc)

Duties of Trustee. (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 Supplemental Indenture, 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 his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall will be determined solely by the express provisions of this Indenture, Supplemental Indenture and the Trustee need perform only those duties that are specifically set forth in this Supplemental Indenture and no others, and no implied covenants or obligations shall will be read into this Supplemental 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 Supplemental Indenture. However, but in the case of any such certificates or of opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture will be under a duty to examine the same to determine whether or not they conform to the requirements of this Supplemental Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall 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 negligent in ascertaining the pertinent facts; and (iii) the Trustee shall will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) Whether or not therein expressly so provided, every provision of this Supplemental Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this SectionSection and Section 7.02. (e) No provision of this Supplemental Indenture shall will require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall will be under no obligation to exercise any of its rights and powers under this Supplemental Indenture at the request of any Holders, unless such Holder shall Holders will have offered to the Trustee security and indemnity satisfactory to it against any loss, liability liability, cost or expense. (f) The Trustee shall not expense that might be liable for interest on any money received incurred by it except as the Trustee may agree in writing compliance with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by lawsuch request or direction.

Appears in 2 contracts

Samples: Fifteenth Supplemental Indenture (BALL Corp), Tenth Supplemental Indenture (Ball Corp)

Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee 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 his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no othersthe Trustee shall not be liable except for the performance of such duties and obligations 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 any 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act or its own willful misconduct, in each case, as determined by a final, non-appealable order of a court of competent jurisdiction, except that: (i) this paragraph (c) does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) Whether or not therein expressly so provided, every Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), ) and (e) and (f) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend extend or risk its own funds or otherwise incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, financial liability unless such Holder shall have offered to the Trustee security and it receives indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money Amounts held in trust by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any amounts received by it hereunder except as otherwise agreed in writing with the Company.

Appears in 2 contracts

Samples: Indenture (Aecom), Indenture (Aecom Technology Corp)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that as are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. HoweverThe Trustee, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to ithowever, the Trustee shall examine the any certificates and opinions which by any provision hereof are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture. (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs subsection (b) or (e) of this SectionSection 8.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof7.05. (d) 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), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. The Trustee shall be under no obligation to financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers unless the Trustee shall have received adequate indemnity in its opinion against potential costs and powers under liabilities incurred by it relating thereto. (e) Every provision of this Indenture at the request of that in any Holders, unless such Holder shall have offered way relates to the Trustee security is subject to subsections (a), (b), (c) and indemnity satisfactory to it against any loss, liability or expense(d) of this Section 8.01. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Meritor Inc), Indenture (Arvinmeritor Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall shall, in the exercise such of the 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 his or her such Person’s own affairs, subject to the provisions of clause (h) below. (b) Except during the continuance of an Event of DefaultDefault of which a Trust Officer has actual knowledge: (i) the duties of the Trustee and the Agents shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need and the Agents undertake to perform such duties and only those such duties that as 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 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 under this Indenture, the Notes and the Guarantees, as applicable. However, in the case of any such certificates or opinions which by any provisions hereof are specifically provided for by any provision herein required to be provided furnished to itthe Trustee, the Trustee shall examine the such certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture Indenture, the Notes and the Guarantees as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may shall not be relieved from liabilities liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this paragraph Section 7.1(c) does not limit the effect of paragraphs (b) or (e) of this SectionSection 7.1(b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Trust Officer or Trust Officers unless it is proved in a final non-appealable decision of a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.5. (d) Whether or not therein expressly so provided, every provision None of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Section. (e) No provision of this Indenture or any Agent shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee and the Agents may agree in writing with the Company. Issuers. (e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (f) No provision of this Indenture, the Notes or the Guarantees shall require the Trustee 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 shall be subject to the provisions of this Section 7.1. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered, and if requested, provided to the Trustee, security and indemnity 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 2 contracts

Samples: Indenture (Ortho Clinical Diagnostics Holdings PLC), Indenture (Ortho Clinical Diagnostics Holdings PLC)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and is known to a Responsible Officer of the Trustee (in accordance with Section 7.02(g)), the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations calculation or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph (c) does not limit the effect of paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.05. (d) 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), (c), (e) and (fc) of this SectionSection 7.01. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture at the request or direction of any Holders, of the Holders of the Notes unless such Holder shall the Holders have offered to the Trustee indemnity or security and indemnity satisfactory to it the Trustee, in its sole discretion, against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Hill-Rom Holdings, Inc.), Indenture (Hill-Rom Holdings, Inc.)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture Indenture, 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 his or her such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraphs paragraph (b) or (e) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) 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 (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Xm Satellite Radio Inc), Indenture (Xm Satellite Radio Holdings Inc)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise thereof as a prudent person Person would exercise or use under the circumstances in the conduct of his or her its own affairs. (b) Except during the continuance of a Default or an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that as are specifically set forth in this Indenture or the TIA and no othersduties, and no implied covenants covenants, responsibilities or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates (including Officers’ Certificates) or opinions (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of as to any certificates or opinions which are specifically provided for required by any provision herein of this Indenture to be delivered or provided to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of or mathematical calculations or other facts stated therein)therein or otherwise verify the contents thereof. (c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section;Section 7.01. (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.02, 6.04 or 6.05. (d) Whether No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not therein expressly so provided, every reasonably assured to it. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fd) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseSection 7.01. (f) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Company. Money Assets held in trust by the Trustee need not be segregated from other funds assets except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Huntsman International LLC), Indenture (Huntsman CORP)

Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing (and has not been cured or waived in accordance with the terms of this Indenture) with respect to Securities of any series, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to such Securities 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 his or her own affairs. (b) Except during the continuance of an Event of DefaultDefault with respect to Securities of any series: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that as are specifically set forth in this Indenture and no others, and ; no implied covenants or obligations shall be implied in or read into this Indenture against which are adverse to the Trustee; and any rights of the Trustee to take any action that is permitted, but not required, to be taken by this Indenture shall not be construed as an obligation or duty to do so; 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; provided, however, in the case of any such certificates or opinions which are specifically provided for by any provision herein hereof are specifically required to be provided furnished to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may shall not be relieved from liabilities liability 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 paragraphs paragraph (b) or (e) of this SectionSection 9.1; (ii2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 Article VIII hereof. (d) Whether No provision of this Indenture shall require the Trustee to expend or not therein expressly so providedrisk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or at the request, every order or direction of the Holders or in the exercise of any of its rights or powers. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (ed), (f) and (fg) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseSection 9.1. (f) The Trustee shall not be liable for interest on any money assets received by it except as the Trustee may agree in writing with the Company (including without limitation to the extent the Trustee receives funds prior to the interest payment date in order to comply with the Company’s obligation to pay principal and/or interest on an interest payment date). Money Assets held in trust by the Trustee need not be segregated from other funds assets except to the extent required by law. (g) The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. (h) 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 and to the provisions of the TIA.

Appears in 2 contracts

Samples: Indenture (Sally Investment Holdings LLC), Indenture (Sally Investment Holdings LLC)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent person Person would exercise or use under the circumstances in the conduct of his or her such Person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as are specifically set forth in this Indenture and no othersthe Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon resolutions, statements, instruments, notices, directions, certificates or and/or opinions furnished to the Trustee and conforming on their face to the requirements of this Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee may (but shall in no way be obligated to) make further inquiry or investigation into such facts or materials as it sees fit. (c) The Trustee may not be relieved from liabilities liability for its own negligent action, its own negligent failure to act act, or bad faith or its own willful misconduct, except that: (i) this paragraph does subsection (c) shall not be construed to limit the effect of paragraphs subsection (b) or (e) of this SectionSection 7.1; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee 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 the direction of the Holders of at least 25% in the principal amount of the outstanding Notes of a direction received Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture or believed by it pursuant to Section 6.05 hereofbe authorized or permitted by this Indenture. (d) Whether or not therein expressly so providedSubject to this Article 7, every provision if an Event of this Indenture that in any way relates Default with respect to a Series of Notes occurs and is continuing, the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and or powers under this Indenture Indenture, the Notes of such Series or the Note Guarantees at the request or direction of any Holders, of the Holders unless the Holders of Notes of such Holder shall Series have offered to the Trustee security and or indemnity reasonably satisfactory to it against any loss, liability or expense. (fe) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Issuer. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by lawlaw and except for money held in trust under Article 8. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) 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 Article 7.

Appears in 2 contracts

Samples: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)

Duties of Trustee. (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her such person’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those such duties that as 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 (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 (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. The Trustee shall be under no 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 which are specifically provided for required by any provision herein hereof to be provided to it, the Trustee shall examine the form of certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.from the holders of not less than 50% of the principal amount of outstanding Notes; and (div) 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), (c), (e) and (f) of this Section. (e) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or incur otherwise Incur financial liability in the performance of any liability. The Trustee shall be under no obligation to of its duties hereunder or in the exercise of any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expensepowers. (fd) Every provision of this Indenture that in any way relates to the Trustee, including, without limitation, relating to the conduct or affecting the liability of or affording protection to the Trustee, is subject to paragraphs (a), (b) and (c) of this Section 7.01. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. . (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (WABASH NATIONAL Corp), Indenture (Wabash National Corp /De)

Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture the Indenture, and use the same degree of care and skill in their its exercise as that a prudent person man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, the Indenture and the Trustee need needs to perform only those duties that are specifically set forth in this the Indenture and no others, and no implied covenants or obligations shall be read into this the Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this the Indenture. However, in the case of any such certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which hereof are specifically required to be delivered furnished to the Trustee, the Trustee by any provision of this Indenture shall be under a duty to examine the same to determine whether or not they conform to the requirements of this the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that: (i) this paragraph subsection (c) does not limit the effect of paragraphs subsection (b) or (e) of this SectionSection 7.01; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereofany provision of the Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the Indenture. (d) Whether or not therein expressly so provided, every provision of this the Indenture that in any way relates to the Trustee is subject to paragraphs subsections (a), (b), (c), ) and (e) and (f) of this SectionSection 7.01. (e) No provision of this the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this the Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and or indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyCompany or the Parent Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Appears in 2 contracts

Samples: Indenture (Cloud Peak Energy Inc.), Indenture (Sequatchie Valley Coal Corp)

Duties of Trustee. (a) If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise thereof as a prudent person Person would exercise or use under the circumstances in the conduct of his or her its own affairs. (b) Except during the continuance of a Default or an Event of Default: (i1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the The Trustee need perform only those duties that as are specifically set forth in this Indenture or the TIA and no othersduties, and no implied covenants covenants, responsibilities or obligations shall be read into implied in this Indenture against that are adverse to the Trustee; and. (ii2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates (including Officers' Certificates) or opinions (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of as to any certificates or opinions which are specifically provided for required by any provision herein of this Indenture to be delivered or provided to itthe Trustee, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liabilities 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 paragraphs paragraph (b) or (e) of this Section;Section 7.01. (ii2) the The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and. (iii3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof6.02, 6.04 or 6.05. (d) Whether No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability or 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 indemnity against such risk or of such funds or adequate ability is not therein expressly so provided, every reasonably assured to it. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (fd) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expenseSection 7.01. (f) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Company. Money Assets held in trust by the Trustee need not be segregated from other funds assets except to the extent required by law. (g) In the absence of bad faith, negligence or willful misconduct on the part of the Trustee, the Trustee shall not be responsible for the application of any money by any Paying Agent other than the Trustee.

Appears in 2 contracts

Samples: Indenture (Chancellor Media Mw Sign Corp), Indenture (Chancellor Media Mw Sign Corp)