Responsibilities of Trustee. Notwithstanding anything to the contrary that may be set out in this Fixed-Term Subordinated Indenture or any other document relating to the Securities:
(a) as long as such Securities are held in global form, neither the Trustee nor any Agent, shall, in any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any Non-Viability Write-Down by any of them in respect of such Securities; and
(b) except as otherwise required under Section 4.11, the Trustee shall not be under any duty to determine, monitor or report whether a Non-Viability Event or a Bankruptcy Event has occurred or circumstances exist which may lead to the occurrence of a Non-Viability Event or a Bankruptcy Event and will not be responsible or liable to the holders or any other person for any loss arising from any failure by it to do so. Unless and until the Trustee receives the Write-Down and Cancellation Notice and is expressly notified in writing, it shall be entitled to assume that no such event or circumstance has occurred or exists;
(c) each Holder shall be deemed to have authorized, directed and requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Write-Down and Cancellation following the occurrence of any Non-Viability Event or a Bankruptcy Event without any further action or direction on the part of the holders; and
(d) the Trustee shall not be under any duty to determine, calculate or verify any amount payable to holders under this Fixed-Term Subordinated Indenture (including any write-down amounts) and with regards to the Securities and the Trustee will not be responsible to the holders or any other person for any loss or liability arising from any failure by it to do so.
Responsibilities of Trustee. 5.1 Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims (the "Prudent Man Standard of Care"), provided however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by PPL or the Accounting Party which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by PPL or the Accounting Party. In the event of a dispute between PPL and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. Under no circumstances shall Trustee be liable for consequential, special, or speculative damages under the Trust Agreement even if the Trustee is advised as to the possibility thereof. It is understood and agreed that Trustee shall be under no duty to take any action other than herein specified with respect to any securities or other property at any time deposited hereunder unless specifically agreed to by the Trustee in writing or as otherwise provided in this Trust Agreement. Subject to the Accounting Party's power of investment direction under Article X, the Trustee shall have exclusive authority and discretion to hold, manage, care for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylaw:
(a) To invest and reinvest the Trust Fund in such equities (of any classification, including common and preferred stocks), fixed income, cash, cash· equivalents or other property (real, personal or mixed) and interests in investment companies and investment trusts as the Trustee shall deem advisable, excluding any obligations or security, or other property of PPL, whether or not such investments and reinvestments be authorized by any state law for the investment of Trust Funds generally;
(b) To sell, exchange, convey, transfer or dispose of, and also to grant options with respect to, an...
Responsibilities of Trustee. The Trustee shall prosecute, settle, or otherwise resolve the Anadarko Litigation, subject to the provisions of Section 4(c), timely distribute any Trust Property Then Available For Distribution in accordance with the terms set forth herein, and not unduly prolong the duration of the Litigation Trust. In so doing, the Trustee will exercise its reasonable business judgment in prosecuting the Anadarko Litigation. Except as otherwise expressly set forth in this Litigation Trust Agreement, and subject in all respects to the provisions of Sections 4(c), 8 and 13, the Trustee shall have absolute discretion to pursue or not to pursue any and all claims, rights, or causes of action, as it determines are in the best interests of the holders of the Litigation Trust Interests and consistent with the purposes of the Litigation Trust, and shall have no liability for the outcome of its decision. Subject to the provision of Section 4(c), the Trustee may incur any reasonable and necessary expenses in performing its duties under this Litigation Trust Agreement.
Responsibilities of Trustee. It shall be no part of the duty of the Trustee to see to any recording, filing or registration of this instrument or of any instrument supplemental hereto or to see to the payment of or be under any duty in respect to any tax or assessment or other governmental charge which may be levied or assessed on the Mortgaged Property or against Mortgagor or to see to the performance or observance by Mortgagor of any of the covenants or agreements herein contained. The Trustee shall not be responsible for the execution, acknowledgment or validity of this instrument or of any instrument supplemental hereto or of the Notes or for the sufficiency of the security purported to be created hereby, and the Trustee makes no representation in respect thereof or in respect of those rights of the holders of any of the Notes. The Trustee shall have the right to consult with counsel upon any matters arising hereunder and shall be fully protected in relying as to legal matters on the advice of such counsel. The Trustee shall not incur any personal liability hereunder except for his own gross negligence, willful misconduct or bad faith, and the Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder which is believed by him in good faith to be genuine.
Responsibilities of Trustee. The Trustee, in the administration of this Trust Account, is to be bound solely by the express provisions herein, and such further written and signed directions and certifications as the appropriate party or parties may, under the conditions herein provided, deliver to the Trustee. The Trustee shall be under no obligation to enforce the Grantor's obligations under this Agreement, except as otherwise expressly provided or directed pursuant hereto; the Trustee's responsibilities shall be limited to the safe holding of the Assets comprising the Trust Account, and the Trustee shall be liable only for its own negligence, willful misconduct, lack of good faith or breach of fiduciary duty. The Trustee further agrees to forward upon request to the Beneficiary and upon request to the Grantor, a certified list and valuation of all Assets held under this Trust Agreement.
Responsibilities of Trustee. (a) Trustee, in the administration of the Supplemental Trust Account, is to be bound solely by the express provisions herein, and such further written and signed directions as the appropriate Party or Parties may, under the conditions herein provided, deliver to Trustee. Trustee shall be under no obligation to enforce Grantor’s obligations under this New York Supplemental Trust Agreement, except as otherwise expressly provided herein. Trustee shall be restricted to holding, operating and collecting the Assets comprising the Supplemental Trust Account and the payment and distribution thereof for the purposes set forth in this New York Supplemental Trust Agreement and the conservation and protection of such Assets and the administration thereof in accordance with the provisions of this New York Supplemental Trust Agreement. Trustee is prohibited from using the corpus of the Supplemental Trust Account for the purposes of paying compensation to, or reimbursing the expenses of, Trustee. Upon written request of Grantor or Beneficiary, Trustee further agrees to promptly forward to such Party a certified list and valuation of all Assets held in the Supplemental Trust Account.
(b) Trustee shall accept and open all mail directed to Grantor or Beneficiary in care of Trustee.
(c) Trustee shall only be liable for its own negligence, willful misconduct or lack of good faith in connection with its performance under this New York Supplemental Trust Agreement.
Responsibilities of Trustee. If the Trustee shall have appointed a Depositary, the Trustee's responsibilities with respect to the funds, properties and rights held by the Depositary shall only be to maintain and administer the accounting of the Disbursement Trust Account, and the Depositary shall have the exclusive custody, responsibility for and possession of the funds, properties and rights held by it.
Responsibilities of Trustee. The Trustee shall not be responsible for ascertaining or monitoring whether or not the Restructuring Event, a Negative Rating Event or a Rating Downgrade in relation to the Company has occurred and, unless and until it has actual knowledge to the contrary, shall be entitled to assume that no such event has occurred.
Responsibilities of Trustee. Notwithstanding anything else contained herein, the Trustee shall not be required to enter into any Supplemental Indenture, amendment, change or modification which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.
Responsibilities of Trustee. A. Upon written demand by Ceding Company at Trustee's office in the United States, Trustee is hereby authorized and directed to immediately convey, assign or transfer absolutely and unequivocally all right, title and interest in. or sell or collect at maturity (in which manner Ceding Company shall direct) any and all of the assets pledged hereunder, without notice to Reinsuring Company, and to deliver physical custody of such assets or the proceeds of any such sale to Ceding Company. In the event that the amount realized upon any sales or collections of any assets is greater than the amount due Ceding Company hereunder, the excess shall be returned to, or retained by Trustee, to be held in the same manner as other assets pledged hereunder. Reinsuring Company agrees to cooperate promptly with all requests of Trustee or Ceding Company to assign, sell and/or transfer to Ceding Company the assets necessary to satisfy the requirements of this Trust Agreement.
B. Trustee shall notify Coding Company and Reinsuring Company, within 10 days, of any deposits to or withdrawals from the Account and shall report to Ceding Company and Reinsuring Company at the inception of the Account and not later than the 20th day of the month following the end of each calendar quarter, the amount on deposit as of the last day of the preceding quarter. The report shall also contain a listing identifying the cash, securities and other assets on deposit. The Trustee shall be responsible for investing funds at the direction of the parties as herein provided, and shall have no other investing responsibilities.
C. Trustee agrees to receive from Reinsuring Company the assets forming the Account and to hold said assets in safekeeping subject to the terms of this Trust Agreement at the Trustee's office in the United States. All cash received by Trustee shall be deposited in a bank, which is a member of the Federal Reserve System including itself, as the Trustee may deem proper.
D. Reinsuring Company agrees to pay all costs or fees of Trustee for acting as Trustee hereunder including fees for legal services incurred by Trustee if Trustee deems such services necessary, and the parties agree that such costs or fees shall not be withdrawn from the Account or otherwise paid with Trust assets.
E. Subject to the obligations of Paragraph F. below, the Trustee shall be protected in acting upon any statement notice, resolution, consent, letter or other document reasonably believed by the Trustee to be g...
