Common use of POWERS, DUTIES AND RIGHTS OF TARGETS GUARANTEE TRUSTEE Clause in Contracts

POWERS, DUTIES AND RIGHTS OF TARGETS GUARANTEE TRUSTEE. SECTION 3.1 Powers and Duties of the TARGETS Guarantee Trustee (a) This TARGETS Guarantee shall be held by the TARGETS Guarantee Trustee for the benefit of the Holders, and the TARGETS Guarantee Trustee shall not transfer its right, title and interest in this TARGETS Guarantee to any Person except a Holder exercising his or her rights pursuant to Section 5.4(b) or to a Successor TARGETS Guarantee Trustee on acceptance by such Successor TARGETS Guarantee Trustee of its appointment to act as Successor TARGETS Guarantee Trustee. The right, title and interest of the TARGETS Guarantee Trustee shall automatically vest in any Successor TARGETS Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor TARGETS Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the TARGETS Guarantee Trustee has occurred and is continuing, the TARGETS Guarantee Trustee shall enforce this TARGETS Guarantee for the benefit of the Holders of the TARGETS. (c) The TARGETS Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this TARGETS Guarantee, and no implied covenants shall be read into this TARGETS Guarantee against the TARGETS Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer of the TARGETS Guarantee Trustee, the TARGETS Guarantee Trustee shall exercise such of the rights and powers vested in it by this TARGETS Guarantee, 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 TARGETS Guarantee shall be construed to relieve the TARGETS Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) 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 TARGETS Guarantee Trustee shall be determined solely by the express provisions of this TARGETS Guarantee, and the TARGETS Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this TARGETS Guarantee, and no implied covenants or obligations shall be read into this TARGETS Guarantee against the TARGETS Guarantee Trustee; and (B) in the absence of bad faith on the part of the TARGETS Guarantee Trustee, the TARGETS Guarantee 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 TARGETS Guarantee Trustee and conforming to the requirements of this TARGETS Guarantee, but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the TARGETS Guarantee Trustee, the TARGETS Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this TARGETS Guarantee; (ii) the TARGETS Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the TARGETS Guarantee Trustee, unless it shall be proved that the TARGETS Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the TARGETS Guarantee 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 Holders of not less than a Majority of the TARGETS relating to the time, method and place of conducting any proceeding for any remedy available to the TARGETS Guarantee Trustee, or exercising any trust or power conferred upon the TARGETS Guarantee Trustee under this TARGETS Guarantee; (iv) no provision of this TARGETS Guarantee shall require the TARGETS Guarantee 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 TARGETS Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this TARGETS Guarantee or indemnity, reasonably satisfactory to the TARGETS Guarantee Trustee, against such risk or liability is not reasonably assured to it; (v) The granting of any right to the TARGETS Guarantee Trustee hereunder shall not, subject to the following, be deemed to impose on the TARGETS Guarantee Trustee an obligation to exercise such rights subject to 3.1(d)(vi); and (vi) the TARGETS Guarantee Trustee shall not be obligated to exercise any remedy or take any action hereunder unless directed to do so by the holders of a Majority of the TARGETS and shall have no liability for its failure to act pending receipt by it of any such direction. This Section 3.1 is in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act.

POWERS, DUTIES AND RIGHTS OF TARGETS GUARANTEE TRUSTEE. SECTION 3.1 Powers and Duties of the TARGETS Guarantee Trustee (a) This TARGETS Guarantee shall be held by the TARGETS Guarantee Trustee for the benefit of the Holders, and the TARGETS Guarantee Trustee shall not transfer its right, title and interest in this TARGETS Guarantee to any Person except a Holder exercising his or her rights pursuant to Section 5.4(b7.1(b) or to a Successor TARGETS Guarantee Trustee on acceptance by such Successor TARGETS Guarantee Trustee of its appointment to act as Successor TARGETS Guarantee Trustee. The right, title and interest of the TARGETS Guarantee Trustee shall automatically vest in any Successor TARGETS Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor TARGETS Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the TARGETS Guarantee Trustee has occurred and is continuing, the TARGETS Guarantee Trustee shall enforce this TARGETS Guarantee for the benefit of the Holders of the TARGETS. (c) The TARGETS Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this TARGETS Guarantee, and no implied covenants shall be read into this TARGETS Guarantee against the TARGETS Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer of the TARGETS Guarantee Trustee, the TARGETS Guarantee Trustee shall exercise such of the rights and powers vested in it by this TARGETS Guarantee, 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.. CFI TARGETS [XXVIII] Due TARGETS Guarantee Agreement (d) No provision of this TARGETS Guarantee shall be construed to relieve the TARGETS Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) 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 TARGETS Guarantee Trustee shall be determined solely by the express provisions of this TARGETS Guarantee, and the TARGETS Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this TARGETS Guarantee, and no implied covenants or obligations shall be read into this TARGETS Guarantee against the TARGETS Guarantee Trustee; and (B) in the absence of bad faith on the part of the TARGETS Guarantee Trustee, the TARGETS Guarantee 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 TARGETS Guarantee Trustee and conforming to the requirements of this TARGETS Guarantee, but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the TARGETS Guarantee Trustee, the TARGETS Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this TARGETS Guarantee; (ii) the TARGETS Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the TARGETS Guarantee Trustee, unless it shall be proved that the TARGETS Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the TARGETS Guarantee 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 Holders of not less than a Majority of the TARGETS relating to the time, method and place of conducting any proceeding for any remedy available to the TARGETS Guarantee Trustee, or exercising any trust or power conferred upon the TARGETS Guarantee Trustee under this TARGETS Guarantee; (iv) no provision of this TARGETS Guarantee shall require the TARGETS Guarantee 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 TARGETS Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this TARGETS Guarantee or indemnity, reasonably satisfactory to the TARGETS Guarantee Trustee, against such risk or liability is not reasonably assured to it; (v) The granting of any right to the TARGETS Guarantee Trustee hereunder shall not, subject to the following, be deemed to impose on the TARGETS Guarantee Trustee an obligation to exercise such rights subject to 3.1(d)(vi); and (vi) the TARGETS Guarantee Trustee shall not be obligated to exercise any remedy or take any action hereunder unless directed to do so by the holders of a Majority of the TARGETS and shall have no liability for its failure to act pending receipt by it of any such direction. This Section 3.1 is in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act.

POWERS, DUTIES AND RIGHTS OF TARGETS GUARANTEE TRUSTEE. SECTION 3.1 Powers and Duties of the TARGETS Guarantee Trustee (a) This TARGETS Guarantee shall be held by the TARGETS Guarantee Trustee for the benefit of the Holders, and the TARGETS Guarantee Trustee shall not transfer its right, title and interest in this TARGETS Guarantee to any Person except a Holder exercising his or her rights pursuant to Section 5.4(b7.1(b) or to a Successor TARGETS Guarantee Trustee on acceptance by such Successor TARGETS Guarantee Trustee of its appointment to act as Successor TARGETS Guarantee Trustee. The right, title and interest of the TARGETS Guarantee Trustee shall automatically vest in any Successor TARGETS Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor TARGETS Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the TARGETS Guarantee Trustee has occurred and is continuing, the TARGETS Guarantee Trustee shall enforce this TARGETS Guarantee for the benefit of the Holders of the TARGETS. (c) The TARGETS Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this TARGETS Guarantee, and no implied covenants shall be read into this TARGETS Guarantee against the TARGETS Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer of the TARGETS Guarantee Trustee, the TARGETS Guarantee Trustee shall exercise such of the rights and powers vested in it by this TARGETS Guarantee, 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 TARGETS Guarantee shall be construed to relieve the TARGETS Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) 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 TARGETS Guarantee Trustee shall be determined solely by the express provisions of this TARGETS Guarantee, and the TARGETS Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this TARGETS Guarantee, and no implied covenants or obligations shall be read into this TARGETS Guarantee against the TARGETS Guarantee Trustee; and (B) in the absence of bad faith on the part of the TARGETS Guarantee Trustee, the TARGETS Guarantee 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 TARGETS Guarantee Trustee and conforming to the requirements of this TARGETS Guarantee, but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the TARGETS Guarantee Trustee, the TARGETS Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this TARGETS Guarantee; (ii) the TARGETS Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the TARGETS Guarantee Trustee, unless it shall be proved that the TARGETS Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the TARGETS Guarantee 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 Holders of not less than a Majority of the TARGETS relating to the time, method and place of conducting any proceeding for any remedy available to the TARGETS Guarantee Trustee, or exercising any trust or power conferred upon the TARGETS Guarantee Trustee under this TARGETS Guarantee; (iv) no provision of this TARGETS Guarantee shall require the TARGETS Guarantee 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 TARGETS Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this TARGETS Guarantee or indemnity, reasonably satisfactory to the TARGETS Guarantee Trustee, against such risk or liability is not reasonably assured to it; (v) The granting of any right to the TARGETS Guarantee Trustee hereunder shall not, subject to the following, be deemed to impose on the TARGETS Guarantee Trustee an obligation to exercise such rights subject to 3.1(d)(vi); and (vi) the TARGETS Guarantee Trustee shall not be obligated to exercise any remedy or take any action hereunder unless directed to do so by the holders of a Majority of the TARGETS and shall have no liability for its failure to act pending receipt by it of any such direction. This Section 3.1 is in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act.

POWERS, DUTIES AND RIGHTS OF TARGETS GUARANTEE TRUSTEE. SECTION 3.1 Powers and Duties of the TARGETS Guarantee Trustee (a) This TARGETS Guarantee shall be held by the TARGETS Guarantee Trustee for the benefit of the Holders, and the TARGETS Guarantee Trustee shall not transfer its right, title and interest in this TARGETS Guarantee to any Person except a Holder exercising his or her rights pursuant to Section 5.4(b) or to a Successor TARGETS Guarantee Trustee on acceptance by such Successor TARGETS Guarantee Trustee of its appointment to act as Successor TARGETS Guarantee Trustee. The right, title and interest of the TARGETS Guarantee Trustee shall automatically vest in any Successor TARGETS Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor TARGETS Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the TARGETS Guarantee Trustee has occurred and is continuing, the TARGETS Guarantee Trustee shall enforce this TARGETS Guarantee for the benefit of the Holders of the TARGETS. (c) The TARGETS Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this TARGETS Guarantee, and no implied covenants shall be read into this TARGETS Guarantee against the TARGETS Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer of the TARGETS Guarantee Trustee, the TARGETS Guarantee Trustee shall exercise such of the rights and powers vested in it by this TARGETS Guarantee, 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 TARGETS Guarantee shall be construed to relieve the TARGETS Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) 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 TARGETS Guarantee Trustee shall be determined solely by the express provisions of this TARGETS Guarantee, and the TARGETS Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this TARGETS Guarantee, and no implied covenants or obligations shall be read into this TARGETS Guarantee against the TARGETS Guarantee Trustee; and (B) in the absence of bad faith on the part of the TARGETS Guarantee Trustee, the TARGETS Guarantee 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 TARGETS Guarantee Trustee and conforming to the requirements of this TARGETS Guarantee, but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the TARGETS Guarantee Trustee, the TARGETS Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this TARGETS Guarantee; (ii) the TARGETS Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the TARGETS Guarantee Trustee, unless it shall be proved that the TARGETS Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the TARGETS Guarantee 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 Holders of not less than a Majority of the TARGETS relating to the time, method and place of conducting any proceeding for any remedy available to the TARGETS Guarantee Trustee, or exercising any trust or power conferred upon the TARGETS Guarantee Trustee under this TARGETS Guarantee; (iv) no provision of this TARGETS Guarantee shall require the TARGETS Guarantee 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 TARGETS Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this TARGETS Guarantee or indemnity, reasonably satisfactory to the TARGETS Guarantee Trustee, against such risk or liability is not reasonably assured to it; (v) The granting of any right to the TARGETS Guarantee Trustee hereunder shall not, subject to the following, be deemed to impose on the TARGETS Guarantee Trustee an obligation to exercise such rights subject to 3.1(d)(vi); and (vi) the TARGETS Guarantee Trustee shall not be obligated to exercise any remedy or take any action hereunder unless directed to do so by the holders of a Majority of the TARGETS and shall have no liability for its failure to act pending receipt by it of any such direction. This Section 3.1 is in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act.