Reliance by Trustee. (a) Whenever in the administration of this Agreement, the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05. (b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction. (c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissions, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, 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 Agreement. (d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Agreement at the request or direction of the Required Secured Parties pursuant to this Agreement unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee. (e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished. (f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 3 contracts
Samples: Credit Agreement (Navistar Financial Corp), Security, Pledge and Trust Agreement (Navistar Financial Corp), Security, Pledge and Trust Agreement (Navistar Financial Corp)
Reliance by Trustee. (a) Whenever in the administration of this Agreement, the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05.
(b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissions, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, 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 Agreement.
(d) The Trustee shall not be under any obligation considered to exercise be in contravention of any of its rights, powers, duties and authorities hereunder if it acts and relies in good faith upon lists (including, without limitation, any List), mailing labels, notices, statutory declarations, certificates (including, without limitation, share certificates and Officer's Certificates), opinions, reports or other papers or documents furnished pursuant to the rights provisions hereof or powers vested required by the Trustee to be furnished to it in the Trustee by exercise of its rights, powers, duties and authorities hereunder if such lists, mailing labels, notices, statutory declarations, certificates, opinions, reports or other papers or documents comply, or prima facie appear to comply, with the provisions of section 6.9 hereof, if applicable, and with any other applicable provisions of this Agreement. Any other provision of this Agreement at notwithstanding, the request Trustee shall have no obligation under this Agreement to ensure or direction verify compliance with any applicable laws or regulatory requirements or by-laws of Company or Parent on the issue or transfer of any Exchangeable Shares or Parent Common Shares, as applicable, occurring in connection with any actual or deemed transfer of Exchangeable Shares to Parent upon any exercise of an Exchange Right or Automatic Exchange Rights. The Trustee shall be entitled to process (or forward for processing, if the Trustee is not for the time being the registrar or transfer agent for the Exchangeable Shares) all transfers of Exchangeable Shares related to the exercise of Exchange Rights or Automatic Exchange Rights upon the presumption that such transfers are permissible pursuant to all applicable laws and regulatory and securities exchange requirements and the by-laws of the Required Secured Parties Company and Parent and the terms of this Agreement and the Exchangeable Share Provisions. The Trustee may assume for all purposes of this Agreement that the address of any Beneficiary as shown on the register of holders of Exchangeable Shares maintained by the registrar or transfer agent of the Exchangeable Shares is the Beneficiary s actual address for the time being and that the address of any person to whom Parent Common Shares issuable upon the exercise of Exchange Rights or Automatic Exchange Rights are to be registered, as shown on the transfer document, is the person's actual address and is determinative of that person's residency. And, without limitation, the Trustee shall be further entitled to treat every List provided to it pursuant to this Agreement unless as complete and accurate in all particulars and as recording the Trustee shall have been provided adequate security names and indemnity against addresses of all Beneficiaries as they appear for the costs, expenses and liabilities which may be incurred time being on the register of holders of Exchangeable Shares maintained by it in compliance the registrar or transfer agent of the Exchangeable Shares without verifying same with such request registrar or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any transfer agent. Any other provision of this Agreement relating to such particular application notwithstanding, the Trustee shall not be responsible for verifying or demanddetermining at any time (a) whether an Insolvency Event or any event which, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trusteegiving of notice or the passage of time or both would be an Insolvency Event, has in fact occurred; (b) whether the solvency requirements of any applicable law will or will not permit the Company to redeem all Retracted Shares or, if less than all, how many, (and shall be entitled to rely on any notification given by the Company in this regard); (c) whether applicable law establishes a record date for any Parent Meeting or Parent Consent, or, if applicable law does establish any such record date, what the date so established is and the Trustee shall be entitled to accept as valid and lawful for all purposes any record date established or stated by Parent for any Parent Meeting or Parent Consent.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Photon Dynamics Inc)
Reliance by Trustee. (a) Whenever in the administration of this Agreement, ------------------------ Trust Agreement or the Trust Security Documents the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunderhereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.055.5.
(b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Trust Security Document in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement and the Trust Security Documents from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its own gross negligence or willful misconduct, 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 Trust Agreement.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Trust Agreement and the Trust Security Documents, at the request or direction of the Required Secured Parties pursuant to this Trust Agreement or otherwise, unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it the Trustee in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial any of the Obligors (except any such application or demand which is expressly permitted to be made orally) to the Trustee to take or permit any action under any of the provisions of this AgreementTrust Agreement or any Trust Security Document, Navistar Financial the Company shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant Trust Security Document or in the Credit Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement or a Trust Security Document relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Trust Agreement (Federal Mogul Corp)
Reliance by Trustee. (a) Whenever in the administration of the trusts of this Agreement, Agreement the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Trustee taking, suffering or omitting of any action hereunderhereunder by the Collateral Trustee, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer of such Grantor delivered to the Trustee and not challenged by any Secured Party Collateral Trustee, and such certificate Certificate shall be full warrant warranty to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, ; subject, however, to the provisions of Section 7.056.5(b) of this Agreement.
(b) The Collateral Trustee may consult with its counsel, and any Opinion of Counsel which counsel shall be full Strook & Stroock & Xxxxx or shall be counsel reasonably satisfactory to the Lender and complete authorization the Indenture Trustee, accountants or other experts in connection with the fulfillment of its duties hereunder, and protection the Collateral Trustee shall be entitled to rely on, and shall be fully protected in respect acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by it hereunder Trustee in accordance therewithfulfillment of its duties hereunder. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement the Trust Estate from any court of competent jurisdiction.
(c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, request consent, order, bond or other paper or document which it has no reason to does not in good faith believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected parties in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, the Collateral 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 Collateral Trustee and conforming to the requirements of this Agreementany Collateral Document.
(d) The If the Collateral Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Agreement at the request or direction of the Required Secured Parties pursuant any Collateral Document or to this Agreement otherwise take such action unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or directiondirection or in taking such action, including such reasonable advances as may be requested by the Collateral Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Indenture (Finova Group Inc)
Reliance by Trustee. (a) Whenever in the administration of the trusts of this Agreement, Agreement the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunderhereunder by the Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a Responsible Officer of any Trustor delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate shall be full warrant warranty to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.055.5.
(b) The Trustee may consult with counsel, and any Opinion opinion of Counsel such counsel who is not employees of the Trustee shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement the Trust Estate from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, 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 AgreementAgreement or any Security Document.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Agreement at the request or direction of the Required Secured Parties Majority Holders pursuant to this Agreement or any Security Document unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which that may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Trust Agreement (Caremark Rx Inc)
Reliance by Trustee. Subject to Sections 315(a) through (ad) Whenever in of the administration of this Agreement, TIA:
(i) the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05.
(b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction.
(c) The Trustee may rely, rely and shall be fully protected in acting, acting or refraining from acting upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which believed by it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissions, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, person (and the Trustee may rely, and shall be fully protected need not investigate any fact or matter stated in such document);
(ii) before the Trustee acts or refrains from acting, upon the information most recently delivered it may require an Officers' Certificate or an Opinion of Counsel, which shall conform to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, the Trustee may conclusively rely, as to the truth of the statements 13.04 hereof (and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion);
(iii) the Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care;
(iv) the Trustee shall be under any no obligation to exercise any of the rights or powers vested in the Trustee it by this Agreement Indenture at the request or direction of any of the Required Secured Parties pursuant Holders, unless such Holders shall have offered to this Agreement unless the Trustee shall have been provided adequate security and or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may that might be incurred by it in compliance with such request or direction;
(v) the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers, including such reasonable advances as may be requested by provided that the Trustee.'s conduct does not constitute gross negligence or willful misconduct;
(evi) Upon the Trustee shall not be liable with respect to any application action taken or demand omitted to be taken by Navistar Financial it in good faith in accordance with the direction of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee to take or permit involving the exercise of any action right, duty, trust or power conferred upon the Trustee under the TIA or this Indenture; and
(vii) the Trustee shall not be charged with knowledge of (A) any Default or Event of Default, (B) the identity of any Subsidiary or (C) of the provisions existence of this Agreementany Change of Control or Asset Sale, Navistar Financial shall furnish to the Trustee a certificate of unless either (i) a Responsible Officer stating that all conditions precedentshall have actual knowledge thereof, if any, provided for in this Agreement relating to or (ii) the proposed action Trustee shall have been complied with, and in received written notice thereof from the case of Issuer or any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnishedHolder.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Reliance by Trustee. (a) Whenever in the administration of this Agreement, ------------------------- Trust Agreement or the Trust Security Documents the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunderhereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05subsection 5.5.
(b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Trust Security Document in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement and the Trust Security Documents from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its own gross negligence or willful misconduct, 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 Trust Agreement.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Trust Agreement and the Trust Security Documents, at the request or direction of the Required Secured Parties or Required Other Collateral Secured Parties, as the case may be, pursuant to this Trust Agreement or otherwise, unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it the Trustee in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial any of the Obligors (except any such application or demand which is expressly permitted to be made orally) to the Trustee to take or permit any action under any of the provisions of this AgreementTrust Agreement or any Trust Security Document, Navistar Financial the Company shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant Trust Security Document or in the Credit Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement or a Trust Security Document relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Trust Agreement (Federal Mogul Corp)
Reliance by Trustee. (a) Whenever in the administration of this Agreement, Trust Agreement or the Pledge Agreement the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunderhereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05subsection 5.5.
(b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under the Pledge Agreement in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement and the Pledge Agreement from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its own gross negligence or willful misconduct, 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 Trust Agreement.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Trust Agreement and the Pledge Agreement, at the request or direction of the Required Secured Parties Administrative Agent or the Public Debt Trustee pursuant to this Trust Agreement or otherwise, unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it the Trustee in compliance comp liance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial the Company (except any such application or demand which is expressly permitted to be made orally) to the Trustee to take or permit any action under any of the provisions of this Trust Agreement or the Pledge Agreement, Navistar Financial the Company shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in the Pledge Agreement or in the Credit Agreements or in the Indenture relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement or the Pledge Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Reliance by Trustee. Subject to Sections 315(a) through (ad) Whenever of the TIA:
(i) in the administration absence of this Agreementbad faith on the part of the Trustee, the Trustee may conclusively rely, and shall deem be protected in acting or refraining from acting, upon any document believed by it necessary to be genuine and to have been signed or desirable that a factual matter be proved or established in connection with presented by the proper person and conforming to the requirements of this Indenture (and the Trustee takingneed not investigate any fact or matter stated in such document);
(ii) before the Trustee acts or refrains from acting, suffering it may require an Officers’ Certificate or omitting an Opinion of Counsel, which shall conform to Section 12.04 hereof and the Trustee shall not be liable for any action hereunderit takes or omits to take in good faith in reliance on such certificate or opinion;
(iii) the Trustee may act through its attorneys, agents, custodians and nominees (including any agent, including the Collateral Agent, for the purpose of holding or foreclosing on Collateral in any jurisdiction) and shall not be responsible for the misconduct or negligence of any attorney, agent, custodian or nominee appointed with due care;
(iv) 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 matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered Holders shall have offered to the Trustee and not challenged by any Secured Party and such certificate shall be full warrant security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;
(v) the Trustee shall not be liable for any action takenit takes or omits to take in good faith that it believes to be authorized or within its rights or powers, suffered provided that the Trustee’s conduct does not constitute negligence or omitted in reliance thereon, subject, however, to the provisions of Section 7.05.willful misconduct;
(bvi) The the Trustee may consult shall not be liable with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of to any action taken or suffered omitted to be taken by it hereunder in good faith in accordance therewith. The with the direction of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or involving the exercise of any right, duty, trust or power conferred upon the Trustee under the TIA or this Indenture;
(vii) the Trustee shall not be charged with knowledge of (A) any Default or Event of Default, (B) the identity of any Restricted Subsidiary (C) of the existence of any Change of Control or Asset Sale, or (D) any default under any Security Documents unless the Trustee shall have received written notice thereof from the right at Issuer or any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction.Holder;
(cviii) The in no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Trustee’s control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture;
(ix) in the absence of bad faith on the part of the Trustee, the Trustee may rely, conclusively rely and shall be fully protected in acting, acting or refraining from acting upon any resolution, certificate, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond approval or other paper or document which reasonably believed by it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties orand shall not be required to investigate or verify the facts or matters stated therein;
(x) 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 or acted with willful misconduct;
(xi) anything in this Indenture to the contrary notwithstanding, but subject to the provisions of the TIA as they relate to this Indenture, in no event shall the case Trustee be liable for special, indirect or consequential loss or damage of facsimile transmissionsany kind whatsoever (including but not limited to lost profits), to have even if the Trustee has been sent by the proper party or parties. Without limiting the generality advised of the immediately preceding sentence, likelihood of such loss or damage regardless of the form of action;
(xii) the Trustee may relyshall not be bound to make any investigation into the facts or matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent entitlement order, approval or other paper or document;
(xiii) the Trustee shall have no obligation to invest and reinvest any cash held in any account in the absence of timely and specific written investment direction from the Issuer. In no event shall the Trustee be fully protected liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in actingrespect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of a secured party to provide timely written investment direction;
(xiv) the Trustee shall have no responsibility or obligation with respect to the preparation, upon the information most recently execution or filing of any report or certification to be delivered to the Trustee by Navistar Financial SEC with respect to the Issuer;
(xv) in accordance with Section 4.09. In the absence of its gross negligence or willful misconductbad 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 which conform to the requirements of this Agreement.Indenture;
(dxvi) The the Trustee may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel; provided that the Trustee’s conduct does not be under any obligation to exercise any constitute negligence or willful misconduct;
(xvii) except as expressly instructed by the Holders of the rights Notes or powers vested the Issuer or any other Credit Party as contemplated in this Indenture and the Trustee by this Agreement at the request or direction of the Required Secured Parties pursuant to this Agreement unless Security Documents, the Trustee shall (x) have been provided adequate no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (A) create, preserve, perfect or validate the security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial interest granted to the Trustee pursuant to take the Security Documents or permit any action (B) enable the Trustee to exercise and enforce its rights under any the Security Documents with respect to such pledge and security interest and (y) the Trustee have no responsibility or liability (A) in connection with the acts or omissions of the provisions Credit Parties in respect of this Agreement, Navistar Financial shall furnish the foregoing or (B) for or with respect to the legality, validity and enforceability of any security interest created in the Collateral or the perfection and priority of such security interest; and
(xviii) the Trustee a certificate is hereby authorized to provide powers of a Responsible Officer stating that all conditions precedent, if any, provided for in attorney to such Persons as it deems necessary and desirable to fulfill its obligations under this Agreement relating to Indenture and the proposed action have been complied with, Security Documents and in no event shall the case Trustee be liable for the acts or omissions of any such application or demand as to which the furnishing Persons in their exercise of any document is specifically required by any provision of this Agreement relating to such particular application or demand, powers if such additional document shall also be furnishedPersons were appointed with due care.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Indenture (Global Crossing LTD)
Reliance by Trustee. (a) Whenever in the administration of the trusts of this Agreement, Agreement the Second Lien Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunderhereunder by the Second Lien Collateral Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a Responsible Officer of any Trustor delivered to the Trustee and not challenged by any Secured Party Second Lien Collateral Trustee, and such certificate shall be full warrant warranty to the Second Lien Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.056.5.
(b) The Second Lien Collateral Trustee may consult with counsel, and any Opinion opinion of Counsel such counsel who is not employees of the Second Lien Collateral Trustee shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Second Lien Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement the Trust Estate from any court of competent jurisdiction.
(c) The Second Lien Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, the Second Lien Collateral 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 Second Lien Collateral Trustee and conforming to the requirements of this AgreementAgreement or any Second Lien Collateral Document. Without limitation to the foregoing, the Second Lien Collateral Trustee may rely as provided in this Section 6.4 on any certificate provided by Parent pursuant to Section 2.2 hereof, and may deem such information correct until such time as it receives any written modification of any such certificate from Parent in respect thereof.
(d) The Second Lien Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Second Lien Collateral Trustee by this Agreement at the request or direction of the Required Secured Parties Majority Holders pursuant to this Agreement, the Intercreditor Agreement or any Second Lien Collateral Document, unless the Second Lien Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which that may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Second Lien Collateral Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Second Lien Collateral Trust Agreement (Sanmina-Sci Corp)
Reliance by Trustee. (a) Whenever in the administration of this Agreement, the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05.
(b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction.
(c) The Trustee Trustees may rely, and shall be fully protected protected, indemnified and held harmless pursuant to Section 7.7 hereof in acting or not acting, upon upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper instrument, paper, spreadsheet, database or document to which it has no reason to believe (i) to be other than genuine and genuine, (ii) to have been signed or presented by the proper party parties other than those whose names or parties or, signatures appear thereon or therewith or (iii) in the case of digital facsimile transmissions, to have been sent by a party other than the proper party or parties, in each case without obligation to satisfy itself that the same was given in good faith and without responsibility for errors in delivery, transmission or receipt. Without limiting In the generality absence of a Determination of Egregious Conduct by a Trustee, such Trustee may rely as to the truth of statements and correctness of the immediately preceding sentence, the Trustee may rely, facts and opinions expressed therein and shall be fully protected in actingacting or not acting thereon. Each Trustee, upon in its sole and absolute discretion, may consult with its attorneys, accountants, financial advisors, employees and agents, shall not be liable for the information most recently delivered to the Trustee default or misconduct of such agents or Professionals and shall be fully protected and indemnified in respect of any action taken or not taken or suffered by Navistar Financial it in accordance with Section 4.09the advice or opinions of such Persons. In the absence of its gross negligence or willful misconductNotwithstanding such authority, 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 Agreement.
(d) The Trustee Trustees shall not be under any obligation to exercise consult with such Persons, and their determination not to do so shall not result in imposition of liability on the Trustees, or, as applicable, their designees. Each Trustee may, at any time, request the consent of the rights or powers vested in the Trustee by this Agreement at the request or direction of the Required Secured Parties pursuant to this Agreement unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance Plan Oversight Committee with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial respect to the Trustee to take or permit any action under any exercise of the provisions its duties hereunder regardless of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any whether such application or demand as to which the furnishing of any document consent is specifically required by any provision the terms of this Agreement relating Trust Agreement, and any such request by a Trustee shall not require the Trustee to such particular application or demand, such additional document shall also be furnishedseek future consent from the Plan Oversight Committee.
(fb) Any Opinion of Counsel may be basedIn accepting and performing its duties hereunder, insofar the Managing Trustee acts solely as it relates to factual matterstrustee hereunder and not in its individual capacity, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed and all Persons dealing with the Managing Trustee shall look only to the Creditor Trust Assets to satisfy any and all liabilities incurred by the Managing Trustee to such Person in carrying out the terms of this Trust Agreement. Neither the Managing Trustee, nor its agents, employees, representatives or Professionals shall have any personal obligation or recourse of any nature or kind whatsoever to satisfy any such liability.
Appears in 1 contract
Samples: Declaration of Trust
Reliance by Trustee. Subject to Sections 315(a) through (ad) Whenever of the TIA:
(i) in the administration absence of this Agreementbad faith on the part of the Trustee, the Trustee may conclusively rely, and shall deem be protected in acting or refraining from acting, upon any document believed by it necessary to be genuine and to have been signed or desirable that a factual matter be proved or established in connection with presented by the proper person and conforming to the requirements of this Indenture (and the Trustee takingneed not investigate any fact or matter stated in such document);
(ii) before the Trustee acts or refrains from acting, suffering it may require an Officers' Certificate or omitting an Opinion of Counsel, which shall conform to Section 12.04 hereof and the Trustee shall not be liable for any action hereunderit takes or omits to take in good faith in reliance on such certificate or opinion;
(iii) the Trustee may act through its attorneys, agents, custodians and nominees (including any agent, including the Collateral Agent, for the purpose of holding or foreclosing on Collateral in any jurisdiction) and shall not be responsible for the misconduct or negligence of any attorney, agent, custodian or nominee appointed with due care; Indenture
(iv) 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 matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered Holders shall have offered to the Trustee and not challenged by any Secured Party and such certificate shall be full warrant security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;
(v) the Trustee shall not be liable for any action takenit takes or omits to take in good faith that it believes to be authorized or within its rights or powers, suffered provided that the Trustee's conduct does not constitute negligence or omitted in reliance thereon, subject, however, to the provisions of Section 7.05.willful misconduct;
(bvi) The the Trustee may consult shall not be liable with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of to any action taken or suffered omitted to be taken by it hereunder in good faith in accordance therewith. The with the direction of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or involving the exercise of any right, duty, trust or power conferred upon the Trustee under the TIA or this Indenture;
(vii) the Trustee shall not be charged with knowledge of (A) any Default or Event of Default, (B) the identity of any Restricted Subsidiary (C) of the existence of any Change of Control, Asset Sale, Specified Subsidiary Asset Sale or Specified Subsidiary Casualty Event, or (D) any default under any Security Documents unless the Trustee shall have received written notice thereof from the right at Issuer or any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction.Holder;
(cviii) The in no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Trustee's control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture;
(ix) in the absence of bad faith on the part of the Trustee, the Trustee may rely, conclusively rely and shall be fully protected in acting, acting or refraining from acting upon any resolution, certificate, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond approval or other paper or document which reasonably believed by it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissions, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall not be fully protected in acting, upon required to investigate or verify the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence facts or willful misconduct, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed matters stated therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement.;
(dx) The the Trustee shall not be under liable for any obligation to exercise any error of the rights or powers vested judgment made in the Trustee by this Agreement at the request or direction of the Required Secured Parties pursuant to this Agreement unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made good faith by a Responsible Officer unless it is proved that the Trustee was negligent in a writing filed ascertaining the pertinent facts or acted with the Trustee.willful misconduct;
Appears in 1 contract
Samples: Indenture (Global Crossing LTD)
Reliance by Trustee. (a) Whenever in the administration of this Agreement, the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05.
(b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the the. right at any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissions, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, 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 Agreement.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Agreement at the request or direction of the Required Secured Parties pursuant to this Agreement unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Reliance by Trustee. (a) Whenever in the administration of this Agreement, the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05.
(b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected personally in acting, acting upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond order or other paper instrument or document which it that the Trustee has no reason to believe reasonable belief to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissions, to have been sent other than by the proper party or parties. Without limiting , in each case without obligation to satisfy himself that the generality of the immediately preceding sentencesame was given in good faith and without responsibility for errors in delivery, transmission or receipt and the Trustee may rely, rely as to the truth of statements and correctness of the facts and opinions expressed therein and shall be fully protected personally in acting thereon. The Trustee may consult with legal counsel and shall be fully protected in acting, upon the information most recently delivered to respect of any action taken or suffered by the Trustee by Navistar Financial in accordance with Section 4.09the opinion of legal counsel (whether or not written). In The Trustee may at any time seek instructions from the absence Bankruptcy Court concerning the acquisition, management or disposition of its gross negligence the Trust Assets. If at any time the Trustee is served with any judicial or willful misconductadministrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Trust Assets (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of Trust Assets), the Trustee may conclusively rely, is authorized to comply therewith in any manner as to the truth it or its legal counsel of the statements its own choosing deems appropriate; and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to if the Trustee and conforming to complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the requirements of this Agreement.
(d) The Trustee shall not be under any obligation liable to exercise any of the rights parties hereto or powers vested in the Trustee by this Agreement at the request to any other person or direction of the Required Secured Parties pursuant entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to this Agreement unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request without legal force or direction, including such reasonable advances as may be requested by the Trusteeeffect.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Trust Agreement
Reliance by Trustee. Subject to Sections 315(a) through (ad) Whenever of the TIA:
(i) the Trustee may rely and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the administration proper person (and the Trustee need not investigate any fact or matter stated in such document);
(ii) before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of this AgreementCounsel, which shall conform to Section 12.04 hereof and the Trustee shall deem not be liable for any action it necessary takes or desirable that a factual matter be proved omits to take in good faith in reliance on such certificate or established in connection with opinion;
(iii) the Trustee takingmay act through its attorneys, suffering agents, custodians and nominees and shall not be responsible for the misconduct or omitting negligence of any action hereunderattorney, agent, custodian or nominee appointed with due care;
(iv) 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 matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered Holders shall have offered to the Trustee and not challenged by any Secured Party and such certificate shall be full warrant security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; Indenture
(v) the Trustee shall not be liable for any action takenit takes or omits to take in good faith that it believes to be authorized or within its rights or powers, suffered provided that the Trustee's conduct does not constitute gross negligence or omitted in reliance thereon, subject, however, to the provisions of Section 7.05.willful misconduct;
(bvi) The the Trustee may consult shall not be liable with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of to any action taken or suffered omitted to be taken by it hereunder in good faith in accordance therewith. The with the direction of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or involving the exercise of any right, duty, trust or power conferred upon the Trustee under the TIA or this Indenture;
(vii) the Trustee shall not be charged with knowledge of (A) any Default or Event of Default, (B) the identity of any Restricted Subsidiary (C) of the existence of any Change of Control, Asset Sale, Specified Subsidiary Asset Sale or Specified Subsidiary Casualty Event, or (D) any default under any Security Documents unless the Trustee shall have received written notice thereof from the right at Issuer or any time to seek instructions concerning Holder;
(viii) in no event shall the administration Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Trustee's control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement from any court of competent jurisdictionIndenture.
(cix) The the Trustee may rely, conclusively rely and shall be fully protected in acting, acting or refraining from acting upon any resolution, certificate, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond approval or other paper or document which reasonably believed by it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in and shall not be required to investigate or verify the case of facsimile transmissions, to have been sent by facts or matters stated therein;
(x) the proper party Trustee will not be liable hereunder or parties. Without limiting the generality under any of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of Security Documents except for its gross own negligence or willful misconduct, 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 Agreement.;
(dxi) The the Trustee shall not be under liable for any obligation 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 or acted with willful misconduct;
(xii) anything in this Indenture to exercise any the contrary notwithstanding, but subject to the provisions of the rights or powers vested TIA as they relate to this Indenture, in no event shall the Trustee by this Agreement at be liable for special, indirect or consequential loss or damage of Indenture any kind whatsoever (including but not limited to lost profits), even if the request or direction Trustee has been advised of the Required Secured Parties pursuant likelihood of such loss or damage regardless of the form of action;
(xiii) the Trustee shall not be bound to this Agreement unless make any investigation into the facts or matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent entitlement order, approval or other paper or document;
(xiv) the Trustee shall have been provided adequate security no obligation to invest and indemnity against reinvest any cash held in any account in the costs, expenses absence of timely and liabilities which may specific written investment direction from the Issuer or the Company. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred by it thereon. The Trustee shall have no liability in compliance with such request respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of a secured party to provide timely written investment direction, including such reasonable advances as may be requested by the Trustee.; and
(exv) Upon any application the Trustee shall have no responsibility or demand by Navistar Financial obligation with respect to the Trustee preparation, execution or filing of any report or certification to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish be delivered to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating SEC with respect to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnishedIssuer.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Reliance by Trustee. (a) Whenever in the administration of the trusts of this Agreement, Agreement the Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to the Debtor in connection with the Trustee taking, suffering or omitting of any action hereunderhereunder by the Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a Responsible Officer of the Debtor delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate certificate, in the absence of the Trustee's gross negligence or willful misconduct, shall be full warrant warranty to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05.6.5 of this Agreement. -----------
(b) The Trustee may consult with counsel, accountants and other experts, and any Opinion opinion of Counsel Xxxxxxxx, Xxxxxx & Finger, P.A. or such other independent counsel reasonably satisfactory to the Majority Holders, any such accountant, and any such other expert shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement the Trust Estate from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon including the information most recently delivered provided by the Debtor to the Trustee by Navistar Financial in accordance with pursuant to Section 4.095.2 of ----------- this Agreement. In the absence of its gross negligence or willful misconduct, 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 AgreementAgreement or any Security Document.
(d) The If the Trustee has been requested to take action pursuant to Section 2.3 of this Agreement, the Trustee shall not be under any obligation to ----------- exercise any of the rights or powers vested in the Trustee by this Agreement at the request or direction of the Required Secured Parties pursuant to this Agreement any Security Document unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance complying with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Collateral Trust Agreement (Ace Cash Express Inc/Tx)
Reliance by Trustee. (a) Whenever in the administration of this Agreement, the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05.
(b) The Trustee may consult with counsel, and any advice or an Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile electronic transmissions, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, 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 Agreement.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Agreement at the request or direction of the Required Secured Parties pursuant to this Agreement unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Security, Pledge and Trust Agreement (Navistar International Corp)
Reliance by Trustee. (a) Whenever in the administration of the trusts of this Agreement, Agreement the Trustee shall deem it necessary or desirable that a factual matter be proved or established with respect to any Grantor in connection with the Trustee taking, suffering or omitting of any action hereunderhereunder by the Trustee, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible an Authorized Officer of such Grantor delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate Certificate shall be full warrant warranty to the Trustee for any action taken, suffered or omitted in reliance thereon, ; subject, however, to the provisions of Section 7.059.5(b) of this Agreement.
(b) The Trustee may consult with its counsel, and any Opinion of Counsel which counsel shall be full Mooxx & Van Xxxxx, XLLC or shall be counsel reasonably satisfactory to the Required Banks, accountants or other experts in connection with the fulfillment of its duties hereunder, and complete authorization the Trustee shall be entitled to rely on, and protection shall be fully protected in respect acting upon, the opinion of such counsel, accountants or other experts in connection with any action taken, omitted to be taken or suffered by it hereunder Trustee in accordance therewithfulfillment of its duties hereunder. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement the Trust Estate from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to does not in good faith believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected parties in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, 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 Agreementany Collateral Document.
(d) The If the Trustee has been requested or is otherwise required hereby to take any action pursuant to this Agreement, the Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Agreement at the request or direction of the Required Secured Parties pursuant any Collateral Document or to this Agreement otherwise take such action unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or directiondirection or in taking such action, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Reliance by Trustee. (a) Whenever in the administration of this Agreement, Trust Agreement or the Trust Security Documents the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunderhereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.055.5.
(b) The Trustee may consult with counsel, accountants and other experts and any Opinion of Counsel or written advice of any such accountant or other expert shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Trust Security Document in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement and the Trust Security Documents from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its own gross negligence or willful misconduct, 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 Trust Agreement.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Trust Agreement and the Trust Security Documents, at the request or direction of the Required Instructing Parties or Required Secured Parties Debt Parties, as applicable, pursuant to this Trust Agreement or otherwise, unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it the Trustee in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial any of the Obligors (except any such application or demand which is expressly permitted to be made orally) to the Trustee to take or permit any action under any of the provisions of this AgreementTrust Agreement or any Trust Security Document, Navistar Financial the Company shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement Trust Agreement, in any relevant Trust Security Document or in any Secured Instrument relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement Trust Agreement, any Trust Security Document, or Secured Instrument relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Trust Agreement (Anc Rental Corp)
Reliance by Trustee. (a) Whenever in the administration of the trusts of this Agreement, Agreement the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunderhereunder by the Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a Responsible Officer of any Trustor delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate shall be full warrant warranty to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.055.5.
(b) The Trustee may consult with counsel, and any Opinion opinion of Counsel such counsel who is not employees of the Trustee shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement the Trust Estate from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, 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 AgreementAgreement or any Security Document.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Agreement at the request or direction of the Required Secured Parties Majority Holders pursuant to this Agreement or any Security Document unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.been
Appears in 1 contract
Samples: Trust Agreement (Caremark Rx Inc)
Reliance by Trustee. (a) Whenever in the administration of this Agreement, Trust ----------------------- Agreement or the Trust Security Documents the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunderhereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.05subsection 5.5.
(b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Trust Security Document in accordance therewith. The Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement and the Trust Security Documents from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its own gross negligence or willful misconduct, 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 Trust Agreement.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Trust Agreement and the Trust Security Documents, at the request or direction of the Required Secured Parties or Required Other Collateral Secured Parties, as the case may be, pursuant to this Trust Agreement or otherwise, unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it the Trustee in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial any of the Obligors (except any such application or demand which is expressly permitted to be made orally) to the Trustee to take or permit any action under any of the provisions of this AgreementTrust Agreement or any Trust Security Document, Navistar Financial the Company shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Trust Agreement, in any relevant Trust Security Document or in the Credit Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Trust Agreement or a Trust Security Document relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Trust Agreement (Federal Mogul Corp)
Reliance by Trustee. (a) Whenever in the administration of the trusts of this Agreement, Agreement the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunderhereunder by the Trustee, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved provided or established by a certificate of a Responsible Officer of the Company delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate shall be full warrant warranty to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 7.055.5.
(b) The Trustee may consult with counsel, and any Opinion opinion of Counsel such counsel who are not employees of the Trustee shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewith. The Trustee shall have the right at any time to seek seek, instructions concerning the administration of this Agreement the Trust Estate from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, 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 AgreementAgreement or any Security Document.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Agreement at the request or direction of the Required Secured Parties Majority Holders pursuant to this Agreement or any Security Document unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which that may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Trust Agreement (Caremark Rx Inc)
Reliance by Trustee. (a) Whenever in the ------------------- administration of the trusts of this Agreement, Agreement the Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Trustee taking, suffering or omitting any action hereunderhereunder or under any Collateral Document unless otherwise provided herein or therein, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible an Authorized Officer of the Company or the Trade Committee delivered to the Trustee and not challenged by any Secured Party Trustee, and such certificate shall be constitute a full warrant warranty to the Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to thereon unless the provisions Trustee shall have actual knowledge of Section 7.05an inaccuracy therein.
(b) The Trustee may consult with independent counsel (subject to the provisions of Section 9.02 in respect of the Company's liability for the fees and expenses of such counsel, ) and any Opinion opinion of Counsel such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in accordance therewiththerewith unless the Trustee has actual knowledge of any invalidity or inaccuracy, or a reason to question the validity or accuracy, of such opinion or of any assumption expressed therein as the basis for such opinion. The Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement the Trust Estate from any court of competent jurisdiction.
(c) The Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond bond, or other paper or document which it has no reason to believe reasonably believes to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of facsimile transmissionscables, telecopies and telexes, to have been sent by the proper party or parties. Without limiting the generality of the immediately preceding sentence, the Trustee may rely, and shall be fully protected in acting, upon the information most recently delivered to the Trustee by Navistar Financial in accordance with Section 4.09. In the absence of its gross negligence or willful misconduct, 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 that conform to the requirements of this Agreement.
(d) The Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Trustee by this Agreement at the request or direction of the Required Secured Parties pursuant to this Agreement unless the Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Trustee.
(e) Upon any application or demand by Navistar Financial to the Trustee to take or permit any action under any of the provisions of this Agreement, Navistar Financial shall furnish to the Trustee a certificate of a Responsible Officer stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Agreement relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Trustee.
Appears in 1 contract
Samples: Collateral Trust Agreement (New Horizons of Yonkers Inc)
