Common use of Powers, Duties and Rights of Manager Trustee Clause in Contracts

Powers, Duties and Rights of Manager Trustee. (a) The Manager Trustee is appointed pursuant to this Agreement solely for the benefit of the Class B Preferred Securityholders. The duties and responsibilities of the Manager Trustee shall be as provided by the Trust Indenture Act and as set forth herein. (b) The Manager Trustee, prior to the occurrence of any Event of Default and after the curing or waiver of all such Event of Defaults that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Agreement, and no implied covenants shall be read into this Agreement against the Manager Trustee. (c) In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.06) and is actually known to a Responsible Officer of the Manager Trustee, the Manager Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Agreement shall be construed to relieve the Manager Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) In the absence of bad faith on the part of the Manager Trustee, the Manager 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 Manager Trustee and conforming to the requirements of this Agreement; provided that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Manager Trustee, the Manager Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy or any mathematical calculations or other facts stated therein); (ii) The Manager Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Manager Trustee, unless it shall be proved that the Manager Trustee was grossly negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) The Manager Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Securityholders relating to the time, method and place of conducting any proceeding for any remedy available to the Manager Trustee, or exercising any trust or power conferred upon the Manager Trustee under this Agreement. (e) No provision of this Agreement shall require the Manager Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Manager Trustee shall have reasonable grounds for believing that the repayment of such fund or liability is not assured to it under the terms of this Agreement or indemnity reasonably satisfactory to the Manager Trustee, against such risk or liability is not reasonably assured to it.

Powers, Duties and Rights of Manager Trustee. (a) The Manager Trustee is appointed pursuant to this Agreement solely for the benefit of the Class B Preferred Securityholders. The duties and responsibilities of the Manager Trustee shall be as provided by the Trust Indenture Act and as set forth herein. (b) The Manager Trustee, prior to the occurrence of any Event of Default and after the curing or waiver of all such Event of Defaults that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Agreement, and no implied covenants shall be read into this Agreement against the Manager Trustee. (c) In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.06) and is actually known to a Responsible Officer of the Manager Trustee, the Manager Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Agreement shall be construed to relieve the Manager Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) In the absence of bad faith on the part of the Manager Trustee, the Manager 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 Manager Trustee and conforming to the requirements of this Agreement; provided that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Manager Trustee, the Manager Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy or of any mathematical calculations or other facts stated therein); (ii) The Manager Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Manager Trustee, unless it shall be proved that the Manager Trustee was grossly negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) The Manager Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Securityholders relating to the time, method and place of conducting any proceeding for any remedy available to the Manager Trustee, or exercising any trust or power conferred upon the Manager Trustee under this Agreement. (e) No provision of this Agreement shall require the Manager Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Manager Trustee shall have reasonable grounds for believing that the repayment of such fund or liability is not assured to it under the terms of this Agreement or indemnity reasonably satisfactory to the Manager Trustee, against such risk or liability is not reasonably assured to it.

Powers, Duties and Rights of Manager Trustee. (a) The This Agreement shall be held by the Manager Trustee is appointed pursuant to this Agreement solely for the benefit of the [Class B B] Preferred Securityholders, and the Manager Trustee shall not transfer this Agreement to any Person except a [Class B] Preferred Securityholder exercising his or her rights pursuant to Section 2.08(b) or to a Successor Manager Trustee on acceptance by such Successor Manager Trustee of its appointment to act as Successor Manager Trustee. The duties right, title and responsibilities interest of the Manager Trustee in this Agreement shall automatically vest in any Successor Manager Trustee, and such vesting and cessation of title shall be as provided by effective whether or not conveyancing documents have been executed and delivered pursuant to the Trust Indenture Act and as set forth hereinappointment of such Successor Manager Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Manager Trustee has occurred and is continuing, the Manager Trustee shall enforce this Agreement for the benefit of the [Class B] Preferred Securityholders. (c) The Manager Trustee, prior to before the occurrence of any Event of Default and after the curing or waiver of all such Event Events of Defaults Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Agreement, and no implied covenants shall be read into this Agreement against the Manager Trustee. (c) . In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.06) and is actually known to a Responsible Officer of the Manager Trustee, the Manager Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Agreement shall be construed to relieve the Manager Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (i) In Prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Manager Trustee shall be determined solely by the express provisions of this Agreement, and the Manager Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Manager Trustee; and (B) in the absence of bad faith on the part of the Manager Trustee, the Manager 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 Manager Trustee and conforming to the requirements of this Agreement; provided that but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Manager Trustee, the Manager Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy or any mathematical calculations or other facts stated therein); (ii) The Manager Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Manager Trustee, unless it shall be proved that the Manager Trustee was grossly negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) The Manager Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Securityholders relating to the time, method and place of conducting any proceeding for any remedy available to the Manager Trustee, or exercising any trust or power conferred upon the Manager Trustee under this Agreement.; and (eiv) No provision of this Agreement shall require the Manager Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Manager Trustee shall have reasonable grounds for believing that the repayment of such fund funds or liability is not assured to it under the terms of this Agreement or indemnity reasonably indemnity, satisfactory to the Manager Trustee, against such risk or liability is not reasonably assured to it.

Powers, Duties and Rights of Manager Trustee. (a) The This Agreement shall be held by the Manager Trustee is appointed pursuant to this Agreement solely for the benefit of the Class B Preferred Securityholders, and the Manager Trustee shall not transfer this Agreement to any Person except a Preferred Securityholder exercising his or her rights pursuant to Section 2.08(b) or to a Successor Manager Trustee on acceptance by such Successor Manager Trustee of its appointment to act as Successor Manager Trustee. The duties right, title and responsibilities interest of the Manager Trustee in this Agreement shall automatically vest in any Successor Manager Trustee, and such vesting and cessation of title shall be as provided by effective whether or not conveyancing documents have been executed and delivered pursuant to the Trust Indenture Act and as set forth hereinappointment of such Successor Manager Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Manager Trustee has occurred and is continuing, the Manager Trustee shall enforce this Agreement for the benefit of the Preferred Securityholders. (c) The Manager Trustee, prior to before the occurrence of any Event of Default and after the curing or waiver of all such Event Events of Defaults Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Agreement, and no implied covenants shall be read into this Agreement against the Manager Trustee. (c) . In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.06) and is actually known to a Responsible Officer of the Manager Trustee, the Manager Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Agreement shall be construed to relieve the Manager Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (i) In Prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Manager Trustee shall be determined solely by the express provisions of this Agreement, and the Manager Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Manager Trustee; and (B) in the absence of bad faith on the part of the Manager Trustee, the Manager 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 Manager Trustee and conforming to the requirements of this Agreement; provided that but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Manager Trustee, the Manager Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy or any mathematical calculations or other facts stated therein); (ii) The Manager Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Manager Trustee, unless it shall be proved that the Manager Trustee was grossly negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) The Manager Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Securityholders relating to the time, method and place of conducting any proceeding for any remedy available to the Manager Trustee, or exercising any trust or power conferred upon the Manager Trustee under this Agreement.; and (eiv) No provision of this Agreement shall require the Manager Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Manager Trustee shall have reasonable grounds for believing that the repayment of such fund funds or liability is not assured to it under the terms of this Agreement or indemnity reasonably indemnity, satisfactory to the Manager Trustee, against such risk or liability is not reasonably assured to it.